First Quantum Minerals Completes Acquisition of Antares Minerals
Vancouver,
BC - December 16, 2010 - First Quantum Minerals Ltd. ("First
Quantum" or the "Company") (TSX:FM)(LSE:FQM), Antares Minerals Inc. ("Antares") (TSX VENTURE:ANM) and Regulus Resources Inc. ("Regulus") (TSX VENTURE:REG),
today announced the closing of the previously-announced plan of
arrangement (the "Arrangement"), pursuant to which a
wholly-owned subsidiary of First Quantum has acquired all of the
outstanding securities of Antares. Under the
Arrangement, each common share of Antares was
exchanged for, at the election of the holder thereof, (i) 0.07619 of a common share of First Quantum (the
"Share Consideration") or (ii) a cash payment in the amount of
C$6.35 (the "Cash Consideration"), or a combination of both the
Share Consideration and the Cash Consideration.
The
Arrangement was carried out pursuant to the provisions of the Business Corporations
Act (Alberta) and was approved by the Court of Queen's Bench of Alberta
and the affirmative vote of 100% of Antares' securityholders at a special meeting of shareholders
held on December 10, 2010.
Pursuant to
the Arrangement, First Quantum, through its wholly-owned subsidiary,
acquired all 72,364,467 issued and outstanding common shares of Antares for aggregate Cash Consideration of
approximately $2.6 million and aggregate Share Consideration of 5,481,963
common shares of First Quantum. As part of the transaction, Antares' 50% interest in the Rio Grande project
located in Salta Province, northwestern Argentina, was spun out into Regulus, together with C$5 million in cash. Antares securityholders
effectively received 0.4505 of a Regulus share
for each of their Antares securities. Regulus is owned 90.1% by former Antares
shareholders in aggregate and 9.9% by First Quantum.
The Antares common shares have been halted from trading
on the TSX Venture Exchange and will remain halted until they are
de-listed which is expected to be at the close of trading on December 20,
2010. The Regulus common shares are expected to
be listed on the TSX Venture Exchange on December 20, 2010 under the
symbol "REG". Regulus has filed a
copy of its TSXV listing application on SEDAR at www.sedar.com.
Holders of Antares common shares are reminded that, in order to
receive the consideration to which they are entitled pursuant to the
Arrangement, they should properly complete and execute, as soon as
possible, the Letter of Transmittal and Election Form delivered to them
in connection with seeking the approval of the securityholders
of Antares for the Arrangement, and present and
surrender the certificate(s) representing their common shares in
accordance with the Letter of Transmittal and Election Form, to
Computershare Investor Services Inc., the depositary for the Arrangement,
at the address indicated in the Letter of Transmittal and Election Form.
Failure to present and surrender the certificate(s) representing such
common shares on or before the sixth anniversary of closing
will result in the
termination of any entitlement of the holder of such common shares to
receive the Share Consideration otherwise payable to such holder under
the Arrangement.
Antares
shareholders who have any questions or require more information with
respect to the Arrangement, the payment of the Share Consideration or the
receipt of First Quantum common shares to which they are entitled
pursuant to the Arrangement should contact:
COMPUTERSHARE INVESTOR SERVICES INC.
Toll Free
(North America): 1-800-564-6253
E-Mail: corporateactions@computershare.com
Website: www.computershare.com
About First
Quantum
First
Quantum Minerals Ltd. is a growing mining and metals company engaged in mineral
exploration, development and mining. The Company produces LME grade
"A" copper cathode, copper in concentrate, gold and sulphuric acid.
First
Quantum's assets in Zambia include the Kansanshi
open pit copper-gold mine, the Trident project, the Fishtie
copper project and the Bwana Mkubwa SX/EW
facility and sulphuric acid plants. First
Quantum also holds strategic investments in Mopani Copper Mines (16.9%),
operator of the Nkana underground copper mine
and cobalt refinery and the Mufulira
underground copper mine, smelter and copper refinery. In Mauritania,
First Quantum operates the Guelb Moghrein copper-gold mine. The Company is currently
developing the Ravensthorpe nickel project in
Australia and the Kevitsa nickel-copper-PGE
project in Finland. Operations at the Company's Frontier copper mine and
development of its Kolwezi copper-cobalt tailings project, both in the
Democratic Republic of Congo, are currently
suspended and subject
to international arbitration.
On
Behalf of the Board of Directors
of First Quantum
Minerals Ltd.
G. Clive Newall
President
12g3-2b-82-4461
Listed in Standard
and Poor's
Cautionary Note Regarding Forward Looking Statement
Certain statements and
information herein, including all statements that are not historical
facts, contain forward-looking statements and forward-looking
information within the meaning of applicable U.S. and Canadian
securities laws. Such forward-looking statements or information include
but are not limited to statements or information with respect to the
completion of announced but not yet completed transactions, the
anticipated benefits from announced but not yet completed transactions,
future price of copper or gold, estimation of mineral reserves and
mineral resources, First Quantum's exploration and development program,
estimated future expenses, exploration and development capital
requirements, and First Quantum's goals and strategies. Often, but not
always, forward-looking statements or information can be identified by
the use of words such as "plans", "expects" or
"does not expect", ", "is expected","budget", "scheduled",
"estimates", "forecasts", "intends",
"anticipates" or "does not anticipate" or
"believes" or variations of such words and phrases or
statements that certain actions, events or results "may",
"could", "would", "might" or
"will" be taken, occur or be achieved.
With respect to forward-looking
statements and information contained herein, First Quantum and Antares have made numerous assumptions including
among other things, assumptions about the price of copper, gold,
nickel, PGE, cobalt and sulphuric acid,
anticipated costs and expenditures and First Quantum's and Antares' ability to achieve their goals. Although
management of First Quantum and Antares
believe that the assumptions made and the expectations represented by
such statements or information are reasonable, there can be no
assurance that a forward-looking statement or information herein will
prove to be accurate. Forward-looking statements and information by
their nature are based on assumptions and involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance or achievements, or industry results, to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements or information.
See First Quantum's annual
information form and quarterly and annual management's discussion and
analysis for additional information on risks, uncertainties and other
factors relating to the forward-looking statements and information.
Although First Quantum and Antares have
attempted to identify factors that would cause actual actions, events
or results to differ materially from those disclosed in the
forward-looking statements or information, there may be other factors
that cause actual results, performances, achievements or events not to
be anticipated, estimated or intended. Also, many of the factors are
beyond First Quantum's and Antares' control.
Accordingly, readers should not place undue reliance on forward-looking
statements or information. Neither First Quantum nor Antares undertakes any obligation to reissue or
update forward-looking statements or information as a result of new
information or events
after the date hereof except as may be required by law. All
forward-looking statements and information made herein,
are qualified by this cautionary statement.
Neither the TSX Venture Exchange
nor its Regulation Service Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this Press Release.
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