AAA.L Regulatory News (AAA)

2 May 2006 07:02

First Quantum Minerals Ld02 May 2006 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-15 May 1, 2006 www.first-quantum.com FIRST QUANTUM ACQUIRES ADASTRA First Quantum Minerals Ltd. ("First Quantum", TSX Symbol "FM", LSE Symbol "FQM")announced today that it has successfully acquired control of Adastra MineralsInc. ("Adastra"). Approximately 62 million or 72% of Adastra's fully dilutedcommon shares were tendered by Adastra shareholders prior to 11:59 pm (Torontotime) on April 28, 2006. First Quantum has taken up all of the common sharesdeposited under the offer. Under the First Quantum offer, holders of Adastra's common shares had the rightto elect to receive either: (a) $2.92 in cash per Adastra common share (the "Cash Alternative") or; (b) 1 First Quantum common share plus $0.265 in cash forevery 14.76 Adastra common shares tendered (the "Share Alternative"), subject topro ration based upon the maximum amount of cash and First Quantum common sharesoffered. The maximum amount of cash offered by First Quantum was approximately$41 million, comprised of $39.7 million for the $2.92 cash election and $1.3million for the $0.265 cash payment, and the maximum number of First Quantumcommon shares to be offered was approximately 4.9 million, taking into accountthe conversion of Adastra's outstanding share options and warrants. Adastra shareholders who tendered to the Share Alternative will receive $0.358in cash plus 0.0599 of a First Quantum common share for each Adastra commonshare tendered subject to adjustment in respect of fractional shares and thosewho tendered to the Cash Alternative will receive $2.92 in cash for each Adastracommon share tendered. The aggregate cash consideration to be paid by FirstQuantum for the Adastra shares tendered to the close of the offer on April 28will be approximately $29.3 million and the aggregate number of common shares tobe issued by First Quantum will be approximately 3.5 million. First Quantum will immediately begin taking steps to acquire the remainingcommon shares of Adastra pursuant to a second stage transaction, which isexpected to be completed as soon as practicable and, in any event, by earlyJuly. Under the second stage transaction, holders of Adastra common shares willalso have the right to elect to receive either: (a) $2.92 in cash per Adastracommon share or; (b) 1 First Quantum common share plus $0.265 in cash for every14.76 Adastra common shares tendered, subject to pro ration based upon themaximum amount of cash and First Quantum common shares offered. The maximumamount of cash to be offered by First Quantum under the second stage transactionwill be approximately $12 million, comprised of $11.6 million for the $2.92 cashelection and $0.4 million for the $0.265 cash payment, and the maximum number ofFirst Quantum common shares to be offered will be approximately 1.4 million,taking into account the conversion of Adastra's outstanding share options andwarrants. About First Quantum Minerals First Quantum is a mining and metals company whose principal activities includemineral exploration, development and mining. The Company produces LME grade "A"copper cathode, copper in concentrate, gold and sulphuric acid. The Company'soperations in Zambia include the 100% owned Bwana Mkubwa SX/EW facility andsulphuric acid plants and the 80% owned Kansanshi open pit copper-gold deposit.In the Democratic Republic of Congo, First Quantum operates the 100% ownedLonshi open pit copper mine which provides oxide copper ore for processing atBwana Mkubwa, a 100% interest in the newly discovered Frontier copper-cobaltdeposit, and 11,000 sq/km of exploration rights. In Mauritania, First Quantum isdeveloping the 80% owned Guelb Moghrein copper gold deposit. Important Notice Reference to the word "Offer" in this notice means the offer, as amended, ofFirst Quantum to purchase all of the common shares of Adastra The content of this news release, which has been prepared by and is theresponsibility of First Quantum, has been approved by Numis Securities Limited,Cheapside House, 138 Cheapside, London England EC2V 6LH, solely for the purposesof section 21 of the United Kingdom's Financial Services and Markets Act 2000.Numis Securities Limited is acting exclusively for First Quantum in connectionwith the Offer and no one else and will not be responsible to anyone other thanFirst Quantum for providing the protections afforded to clients of NumisSecurities Limited nor for providing advice in relation to the Offer or anyother matter referred to in this press release. This announcement does not constitute or form part of any offer to sell orinvitation to purchase any securities or solicitation of an offer to buy anysecurities, pursuant to the Offer or otherwise. This announcement is for information purposes and is not a substitute for theformal offer and take-over bid circular. First Quantum has filed with the U.S.Securities and Exchange Commission a Registration Statement on Form F-80, asamended, which includes the offer and take-over bid circular, and a tender offerstatement on Schedule 14D-1F, as amended. Adastra Shareholders are urged to readthe circular and any other materials relating to the Offer, including theregistration statement on Form F-80, as amended, and the tender offer statementon Schedule 14D-1F, as amended, because they contain important information.Copies of the circular and other materials relating to the Offer can be obtainedwhen they become available free of charge at the SEDAR website at www.sedar.comor on the EDGAR website at www.sec.gov. or from RBC Dominion Securities, Inc. inCanada or RBC Capital Markets Corporation in the United States, who are actingas First Quantum's dealer managers (Toll Free 1-866-246-3902 (Canada) or1-866-246-3902 (United States)) or Innisfree M&A Incorporated for the UnitedStates and other locations (Toll Free 1-888-750-5834 (English speakers) or1-877-825-8777 (French speakers)), who is acting as First Quantum's InformationAgent. This press release contains forward-looking statements. The words "expect","will", "intend", "estimate" and similar expressions identify forward-lookingstatements. Forward-looking statements are necessarily based upon a number ofestimates and assumptions that, while considered reasonable by management, areinherently subject to significant business, economic and competitiveuncertainties and contingencies which could cause actual results to differmaterially from the future results expressed or implied by the forward-lookingstatements. Such statements are qualified in their entirety by the inherentrisks and uncertainties surrounding future expectations. These risk factorsinclude, but are not limited to: realization of operational synergies, relianceon Adastra's publicly available information which may not fully identify allrisks related to their performance, success in integrating the retaildistribution systems, and the integration of supply chain management processes,as well as other risk factors listed from time to time in First Quantum'sreports, comprehensive public disclosure documents including the AnnualInformation Form, and in other filings with securities commissions in Canada (onSEDAR at www.sedar.com) and the United States (on EDGAR at www.sec.gov). On Behalf of the Board of Directors 12g3-2b-82-4461of First Quantum Minerals Ltd. Listed in Standard and Poor'Sedar Profile #00006237Philip PascallChairman & CEO For further information visit our web site at www.first-quantum.com North American contact: Geoff Chater or Bill Iversen 8th Floor,543 Granville Street,Vancouver,British Columbia,Canada V6C 1X8 Tel: (604) 688-6577 Fax: (604) 688-3818 Toll Free: 1 (888) 688-6577 E-Mail: info@first-quantum.com United Kingdom contact: Clive Newall, President1st Floor,Mill House Mill Bay Lane Horsham West Sussex RH12 1TQ United Kingdom Tel: +44 140 327 3484 Fax: +44 140 327 3494 E-Mail: clive.newall@first-quantum.com. or Carina Corbett, 4C-Burvale, Tel: + 44 20 7907 4761 The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Certain of the information contained in this news release constitute "forward-looking statements" within the meaning of the Private SecuritiesLitigation Reform Act of 1995. Such forward-looking statements, including butnot limited to those with respect to the prices of gold, copper and sulphuricacid, estimated future production, estimated costs of future production, theCompany's hedging policy and permitting time lines, involve known and unknownrisks, uncertainties, and other factors which may cause the actual results,performance or achievements of the Company to be materially different from anyfuture results, performance or achievements expressed or implied by suchforward-looking statements. Such factors include, among others, the actualprices of copper, gold and sulphuric acid, the factual results of currentexploration, development and mining activities, changes in project parameters asplans continue to be evaluated, as well as those factors disclosed in theCompany's documents filed from time to time with the British Columbia SecuritiesCommission and the United States Securities and Exchange Commission. ENDS This information is provided by RNS The company news service from the London Stock Exchange