First Quantum Acquires Adastra
VANCOUVER, BRITISH COLUMBIA, May 1, 2006 (CCNMatthews via COMTEX News Network) --
First Quantum Minerals Ltd. ("First Quantum") (TSX:FM)(LSE:FQM) announced today that it has successfully acquired control of Adastra Minerals Inc. ("Adastra"). Approximately 62 million or 72% of Adastra's fully diluted common shares were tendered by Adastra shareholders prior to 11:59 pm (Toronto time) on April 28, 2006. First Quantum has taken up all of the common shares deposited under the offer.
Under the First Quantum offer, holders of Adastra's common shares had the right to 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 for every 14.76 Adastra common shares tendered (the "Share Alternative"), subject to pro ration based upon the maximum amount of cash and First Quantum common shares offered. 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 $1.3 million for the $0.265 cash payment, and the maximum number of First Quantum common shares to be offered was approximately 4.9 million, taking into account the conversion of Adastra's outstanding share options and warrants.
Adastra shareholders who tendered to the Share Alternative will receive $0.358 in cash plus 0.0599 of a First Quantum common share for each Adastra common share tendered subject to adjustment in respect of fractional shares and those who tendered to the Cash Alternative will receive $2.92 in cash for each Adastra common share tendered. The aggregate cash consideration to be paid by First Quantum for the Adastra shares tendered to the close of the offer on April 28 will be approximately $29.3 million and the aggregate number of common shares to be issued by First Quantum will be approximately 3.5 million.
First Quantum will immediately begin taking steps to acquire the remaining common shares of Adastra pursuant to a second stage transaction, which is expected to be completed as soon as practicable and, in any event, by early July. Under the second stage transaction, holders of Adastra common shares will also have the right to elect to receive either: (a) $2.92 in cash per Adastra common share or; (b) 1 First Quantum common share plus $0.265 in cash for every 14.76 Adastra common shares tendered, subject to pro ration based upon the maximum amount of cash and First Quantum common shares offered. The maximum amount of cash to be offered by First Quantum under the second stage transaction will be approximately $12 million, comprised of $11.6 million for the $2.92 cash election and $0.4 million for the $0.265 cash payment, and the maximum number of First Quantum common shares to be offered will be approximately 1.4 million, taking into account the conversion of Adastra's outstanding share options and warrants. |
