AAA.L Regulatory News (AAA)

28 Apr 2006 07:02

Adastra Minerals Inc28 April 2006 Conditional Proposal from Mwana Africa PLC - Adastra Board reiterates its recommendation to shareholders to accept First Quantum Offer Trading: TSX and AIM: AAA London, UK (April 27, 2006) - Adastra Minerals Inc. ("Adastra" or the "Company")announces that it has today received a letter from Mwana Africa PLC ("Mwana")proposing that Mwana acquire Adastra. In the letter, Mwana states: "Based on current information, we would be prepared, subject to receiving theBoard's prior written consent, to propose to make an all cash offer for Adastraat no less than C$3.85 per share (the "Offer"), conditional only on thefollowing: • The unanimous recommendation of the board of Adastra; • A break fee and support agreement from the board of Adastra; • Confirmation that Adastra's Kolwezi project financing package is executable; • Understanding of your financial model and the value that lies in the sub-surface rights and the potential to double production at the Kolwezi Tailings Project; • Satisfactory confirmatory due diligence. Mwana intends to fund the consideration through a combination of existing fundsand a Convertible Loan Stock ("CULS") structure which would be fullyunderwritten by JPMorgan Cazenove. The acquisition of Adastra would require Mwana shareholder approval in generalmeeting." On April 18, 2006 the Board of Directors of Adastra determined that the improvedoffer (the "First Quantum Offer") from First Quantum Minerals Ltd. was fair toshareholders and unanimously recommended that shareholders accept the offerwhich expires at 11.59pm (Toronto time) on April 28, 2006. The Board met today and carefully considered the proposal it received fromMwana. In doing so, the Board noted that although the price per Adastra shareindicated in the Mwana letter is higher than the current value of the FirstQuantum Offer, the Mwana proposal is subject to a number of conditions,including Mwana shareholder approval, due diligence, and a condition relating toAdastra's project financing. In addition, there is no assurance that a formaloffer from Mwana would be forthcoming, and that if received, any formal offerfrom Mwana would not be able to be consummated until at least June 2006 (andwould be subject to certain risks of completion until that time), as compared tothe First Quantum Offer which expires tomorrow. Based in part on these considerations, the Board, after receiving advice fromits financial and legal advisers, reiterates its recommendation to shareholdersto accept the First Quantum Offer. 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 developingmineral assets in Central Africa, including the Kolwezi Tailings Project, andthe possible rehabilitation of the Kipushi zinc mine in the DRC. Adastra'sgrowth strategy emphasizes the creation of shareholder value through thedevelopment of world-class resources in stable of stabilizing politicalenvironments. Adastra is currently subject to a take-over offer from FirstQuantum Minerals Inc (TSX: FM AIM: FQM), which the Board of Adastra hasrecommended to its shareholders. Contact us: London AdastraTim Read, President and Chief Executive OfficerTel.: +44 (0)20 7257 2040 Parkgreen CommunicationsCathy Malins / Annabel LeatherTel.: +44 (0)7876 796629 North America 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. N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulatedby the Financial Services Authority in the United Kingdom, is acting for Adastrain relation to the matters referred to in this announcement and no one else andwill not be responsible to anyone other than Adastra for providing theprotections offered to clients of Rothschild nor for providing advice inrelation to the matters referred to in this announcement. This information is provided by RNS The company news service from the London Stock Exchange