FQM.L Regulatory News (FQM)

15 Aug 2006 07:00

First Quantum Minerals Ld14 August 2006 NEWS RELEASE 06-19 August 14, 2006 www.first-quantum.com ACQUISITION OF ADASTRA MINERALS BY FIRST QUANTUM MINERALS First Quantum Minerals Ltd. ("First Quantum" or the "Company", TSX Symbol "FM",LSE Symbol "FQM") announced that further to the announcement dated May 1, 2006,and following approval by shareholders of Adastra on August 3, 2006 and approvalby the Supreme Court of the Yukon Territory on August 9, 2006, the Company ispleased to confirm the successful completion of the arrangement whereby theCompany has acquired, by way of court approved plan of arrangement, 100 per centof the issued and outstanding Class "A" common shares of Adastra (the "Acquisition"). Adastra's shares will be delisted from the Toronto StockExchange (the "TSX") and have been delisted from the London Stock Exchange'sAlternative Investment Market ("AIM"). In addition, Adastra will begin theprocess of ceasing to be a reporting issuer or the equivalent in the relevantCanadian provinces and in the United States. Adastra shareholders who have not yet sent to the depositary, ComputershareInvestors Services Inc., letters of transmittal are reminded that they should doso. The final date for the completion and submission of letters of transmittal,together with the certificates representing their Adastra shares, in order toreceive payment under the arrangement is August 11, 2012. The amount of Adastrashares remaining to be deposited under the arrangement (the "Remaining Shares")is approximately 12,000. Letters of transmittal should indicate whether thedepositing shareholder is electing to receive either (a) the cash alternative,consisting of Cdn.$2.92 in cash for each Adastra Share, or (b) the sharealternative, consisting of one First Quantum common share and Cdn.$0.265 in cashfor every 14.76 Adastra shares subject, in all cases, to pro ration based uponthe maximum amount of cash and First Quantum common shares available. Furtherdetails of the arrangement are set out in the circular to Adastra shareholdersdated July 12, 2006. The circular and the letter of transmittal referred toabove may be downloaded from the SEDAR website (www.sedar.com). The depositarywill be able to assist Adastra shareholders in the event they have inquiries asto how to complete their letters of transmittal. As at August 11, 2006, and subject to final determination of deficiencies,letters of transmittal have been received in respect of the valid deposit ofapproximately 22 million Adastra shares under the arrangement, which will resultin the issue of approximately 1.26 million common shares of First Quantum (the "Completion Shares"). Payment of a total of approximately Cdn$10.46 million incash is expected to be made on or about August 15, 2006. Cash payments will befunded directly from Company's ongoing cash resources. Adastra shareholders whoelected to receive the First Quantum common shares will receive Cdn$0.0964 incash plus 0.0660 of a First Quantum common share for each Adastra common sharedeposited subject to adjustment in respect of fractional shares. Those Adastrashareholders who elected to receive cash will receive Cdn$2.92 in cash for eachAdastra common share deposited subject to adjustment in respect of fractionalshares. Adastra shareholders who have deposited letters of transmittal but whohave not elected to receive either the cash alternative or the share alternativeare deemed to have selected the share alternative, as set out in the circular. Application will be made for admission of the Completion Shares to trading onAIM. Admission of such shares to trading on AIM is expected to take place on orabout the week of August 14, 2006. Application has also been made to the London Stock Exchange for the blockadmission to AIM of the Remaining Shares, which will be issued from time to timeon receipt of letters of transmittal from Adastra shareholders. Block admissionof such shares is expected to occur on or about the week of August 14, 2006. Both the Completion Shares and the Remaining Shares have been conditionallyapproved for listing on the TSX, subject to receipt by the TSX of certainstandard documentation required by it in connection with completion of theAcquisition. Forward Looking Statements Certain information contained in this news release may constitute "forward-looking statements" within the meaning of the Private SecuritiesLitigation Reform Act of 1995 and forward-looking information under applicableCanadian securities legislation. Such forward-looking statements orinformation, including but not limited to those with respect to the prices ofgold, copper, cobalt and sulphuric acid, estimated future production, estimatedcosts of future production, the Company's hedging policy and permitting timelines, involve known and unknown risks, uncertainties, and other factors whichmay cause the actual results, performance or achievements of the Company to bematerially different from any future results, performance or achievementsexpressed or implied by such forward-looking statements or information. Suchfactors include, among others, the actual prices of copper, gold, cobalt andsulphuric acid, the factual results of current exploration, development andmining activities, changes in project parameters as plans continue to beevaluated, as well as those factors disclosed in the Company's documents filedfrom time to time with the Alberta, British Columbia, and Ontario SecuritiesCommissions, the Autorite des marches financiers in Quebec, the United StatesSecurities and Exchange Commission and the Alternative Investment Marketoperated by the London Stock Exchange. On Behalf of the Board of Directors 12g3-2b-82-4461of First Quantum Minerals Ltd. Listed in Standard and Poor'Sedar Profile #00006237G. Clive NewallPresident The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. 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@fqml.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@fqml.com. or Carina Corbett, 4C-Burvale, Tel: + 44 20 7907 4761 ENDS This information is provided by RNS The company news service from the London Stock Exchange