AAA.L Regulatory News (AAA)

19 Apr 2006 07:01

Adastra Minerals Inc19 April 2006 NEWS RELEASE Improved Offer Mailed to Adastra Shareholders Trading: TSX and AIM: AAA London, UK (April 18, 2006) - Adastra Minerals Inc. ("Adastra") advises itsshareholders that the notice of variation and extension amending First QuantumMinerals Ltd.'s ("First Quantum") improved offer for Adastra (the "ImprovedOffer"), as announced on April 11, 2006, together with an amended AdastraDirectors' Circular, was mailed to shareholders today, resulting in the ImprovedOffer expiring on April 28, 2006. The Board of Directors of Adastra, after careful consideration and therecommendation of the Special Committee of independent directors of Adastra andwith the benefit of advice from its legal and financial advisors, has determinedthat the Improved Offer is fair to Adastra shareholders and unanimouslyrecommends that shareholders accept the offer. About the Improved Offer The Board of Directors of Adastra announced on April 11, 2006 that it hadentered into a definitive support agreement with First Quantum in respect of theImproved Offer. In the Improved Offer, Adastra's shareholders will have the right to elect toreceive either: (a) Cdn.$2.92 in cash per Adastra share; or (b) one FirstQuantum share plus Cdn.$0.265 in cash (in lieu of being entitled to FirstQuantum's May 10, 2006 dividend payment for which Adastra shareholders will nolonger be eligible) for every 14.76 Adastra common shares tendered, subject topro ration based upon the maximum amount of cash and First Quantum sharesoffered. The maximum amount of cash to be paid by First Quantum will beapproximately Cdn.$41.0 million, and the maximum number of First Quantum sharesto be issued will be approximately 4.9 million, taking into account theconversion of Adastra's outstanding share options and warrants. Assuming fullpro ration of these maximum amounts, this would result in approximatelyCdn.$0.475 in cash and approximately 0.057 First Quantum shares per Adastracommon share. Based on the April 17, 2006 closing price of First Quantum shares of Cdn.$51.92,the implied value of the Improved Offer is approximately Cdn.$3.44 (assumingfull pro ration). About Adastra Adastra is an international mining company listed on the Toronto Stock Exchangeand on AIM, in London, under the symbol "AAA". It is currently developingseveral mineral assets in Central Africa, including the Kolwezi Tailings Projectand the possible rehabilitation of the Kipushi zinc mine in the DemocraticRepublic of Congo. Adastra's growth strategy emphasizes the creation ofshareholder value through the development of world-class resources in stable orstabilizing political environments. Contact us: London AdastraTim Read, President and Chief Executive OfficerTel.: +44 (0)20 7257 2040 RothschildStuart Vincent / Nicholas HooperTel.: +44 (0)20 7280 5000 Canaccord AdamsRobert FinlayTel.: +44 (0)20 7518 2777 Parkgreen CommunicationsJustine Howarth / Cathy MalinsTel.: +44 (0)20 7493 3713 Toronto EquicomMartti KangasTel.: +1 (416) 815 0700 Important Legal Information This communication is being made in respect of the share exchange takeover bidby First Quantum Minerals Ltd. for common shares of Adastra Minerals Inc. FirstQuantum has filed with the Securities and Exchange Commission ("SEC") aregistration statement on Form F-80, as amended, which includes the offer andtake-over bid circular. First Quantum, if required, will file other documentsregarding the transaction with the SEC and the Canadian securities regulatoryauthorities. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANYOTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOMEAVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will beable to obtain the documents filed with the SEC free of charge at the SEC'swebsite (www.sec.gov). Canadian investors will also be able to obtaininformation filed in respect of this bid at www.sedar.com. This news release contains forward-looking statements within the meaning of theUnited States Private Securities Litigation Reform Act of 1995 andforward-looking information within the meaning of the Securities Act (Ontario)(together, "forward-looking statements"). Such forward-looking statementsinvolve known and unknown risks, uncertainties and other factors which may causethe actual results, performance or achievements expressed or implied by suchforward-looking statements to be materially different. Such factors include,among others, risks and uncertainties relating to political risks involvingAdastra's operations in the Democratic Republic of Congo and the policies ofother nations and organizations towards companies doing business in suchjurisdictions, the inherent uncertainty of production and cost estimates and thepotential for unexpected costs and expenses, fluctuations in the price of copperand cobalt, conclusions of economic evaluations, changes in project parametersas plans continue to be refined, the inability or failure to obtain adequatefinancing, the effect on Adastra's near term share price should the ImprovedOffer fail, and other risks and uncertainties, including those described inAdastra's Annual Report on Form 20-F for the year ended October 31, 2005 andreports on Form 6-K filed with the Securities and Exchange Commission and theCanadian Securities Administrators and available at www.sec.gov andwww.sedar.com. This information is provided by RNS The company news service from the London Stock Exchange