FQM.L Regulatory News (FQM)

24 Mar 2009 07:00



FIRST QUANTUM MINERALS ANNOUNCES COMMON SHARE OFFERING

Not For Distribution To U.S. Newswire Services Or For Dissemination In The United States.

First Quantum Minerals Ltd. ("First Quantum" or the "Company", TSX Symbol "FM", LSE Symbol "FQM") announced today that it has filed a preliminary short form prospectus in Canada in connection with an overnight-marketed public offering of common shares to raise approximately Cdn$300 million (the "Offering"). The Offering will be conducted through a syndicate of underwriters led by Morgan Stanley and RBC Capital Markets (collectively, the "Underwriters"). In addition, the Company has agreed to grant the Underwriters an over-allotment option to purchase that number of additional common shares of First Quantum equal to 15% of the common shares sold pursuant to the Offering, exercisable at any time, in whole or in part, up to 30 days from the closing of the Offering (the "Over-Allotment Option"). If the Over-Allotment Option is exercised in full, the total gross proceeds to First Quantum will be approximately Cdn$345 million. 

The Offering will be priced in the context of the market with the final terms of the Offering to be determined at the time of pricing. The Company intends to use the net proceeds of the Offering to continue with its committed capital projects, to further strengthen its capital position and for general corporate purposes.

The common shares will be sold publicly in all provinces of Canada and on a private placement basis in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and internationally pursuant to available exemptions. Closing of this offering is expected to occur on or about April 6, 2009 and is subject to receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.

This news release is not an offer of securities for sale in the United States. The securities described above have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, or an applicable exemption from the registration requirements thereof.

On Behalf of the Board of Directors 12g3-2b-82-4461

of First Quantum Minerals Ltd. Listed in Standard and Poor's

G. Clive Newall

President

For further information visit our web site at www.first-quantum.com

North American contact: Sharon Loung

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: sharon.loung@fqml.com

United Kingdom contact: Clive Newall, President

1st 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

Simon Hockridge

Hogarth Partnership Ltd. Tel: +44 (0) 20 7357 9477

A preliminary short form prospectus containing important information relating to the Shares being distributed under the offering has been filed with the securities regulatory authorities in each of the Provinces of Canada. The preliminary short form prospectus is still subject to completion or amendment. Copies of the preliminary short form prospectus may be obtained from Morgan Stanley & Co. Incorporated and RBC Dominion Securities Inc. There will not be any sale or any acceptance of an offer to buy the Shares being distributed under the Offering until a receipt for the final short form prospectus has been issued. 

Certain information contained in this news release constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information under applicable Canadian securities legislation. Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements include comments regarding the completion and terms of the proposed Offering and the use of proceeds therefrom. Factors that could cause actual results to differ materially include: the ability to settle the terms of the Offering and to satisfy conditions of the Offering; the failure to receive regulatory approvals with respect to the Offering; changes in the prices of gold and/or copper; and changes in Canadian, U.S. and United Kingdom securities markets. In addition, specific reference is made to "Caution With Respect to Forward-Looking Statements and Information" and "Risk Factors" in the Company's Annual Information Form dated March 6, 2009. There can be no assurance that future developments affecting the Company will be those anticipated by management. While the Company may elect to update the forward-looking statements at any time, the Company does not undertake to update them at any particular time or in response to any particular event. Investors and others should not assume that any forward-looking statement in this press release represent management's estimate as of any date other than the date of this press release.