First Quantum Minerals Ltd. ("First Quantum" or the "Company")
(TSX: FM)(LSE: FQM) and Antares Minerals Inc. ("Antares") (TSX
VENTURE: ANM) announced today that they have entered into a
definitive agreement pursuant to which a wholly-owned subsidiary of
First Quantum will acquire, by way of a court-approved plan of
arrangement (the "Arrangement"), all of the outstanding securities
of Antares. The total consideration for the purchase of 100% of the
fully diluted shares of Antares is approximately C$460 million.
Antares' principal asset is the 100% owned Haquira project
located in southern Peru adjacent to Xstrata Copper's Las Bambas
copper-gold project. It is one of the world's major undeveloped
copper deposits with excellent potential for the development of a
large scale copper mine with production from both near-surface
secondary copper mineralization amenable to SX-EW leaching and from
a larger, underlying body of higher grade primary porphyry
copper-molybdenum-gold-silver mineralization to be processed by a
conventional mill/concentrator operation. Haquira currently has
reported measured and indicated resources of 3.7 million tonnes of
contained copper equivalent and inferred resources of 2.4 million
tonnes of contained copper equivalent.
Under the Arrangement, each common share of Antares will be
exchanged for (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, subject to an aggregate maximum cash consideration of C$250
million. Antares shareholders will have the option to elect to
receive cash or shares or any combination of cash and shares,
subject to the aggregate cash limitation. Any Antares shareholder
who does not elect either option shall be deemed to have elected to
receive First Quantum shares in respect of all of its Antares
shares. If the Antares shareholders in the aggregate elect to
receive more than C$250 million in cash consideration, the
aggregate cash consideration will be prorated among the Antares
shareholders who elected to receive cash and the balance will be
paid in First Quantum shares.
The implied value of the Share Consideration is C$6.35 per
Antares share (based on the volume-weighted average trading price
of the First Quantum shares on the Toronto Stock Exchange of
C$83.34 for the 3 trading days ended October 15, 2010),
representing a 41% premium to the closing price of Antares shares
on the TSX Venture Exchange of C$4.49 on October 15, 2010 and a 46%
premium to the volume-weighted average trading price of the Antares
shares on the TSX Venture Exchange of C$4.36 for the 20 trading
days ended October 15, 2010.
As part of the transaction, Antares's 50% interest in the Rio
Grande project located in Salta Province, northwestern Argentina,
will be spun out into a new exploration company, Regulus Resources
Inc. ("Spinco"), together with C$5 million in cash. Antares
shareholders will receive their pro-rata share of Spinco, which
will be owned 90.1% by existing Antares shareholders in aggregate
and 9.9% by First Quantum.
The Board of Directors of Antares has unanimously approved the
transaction and resolved to recommend to the holders of Antares
securities that they vote in favour of the transaction. In
determining to recommend the transaction to the shareholders of
Antares, the Board of Directors considered a number of factors and
relied, in part, on an opinion from Dundee Securities, financial
advisors to Antares, to the effect that, subject to the assumptions
and conditions set forth in such opinion, the consideration to be
received by the holders of Antares securities pursuant to the
transaction is fair, from a financial point of view, to such
holders.
In addition, the directors and senior officers of Antares,
Farallon Capital Institutional Partners II, L.P., Farallon Capital
Institutional Partners III, L.P. and Kalouga Holdings Limited,
holding in aggregate approximately 42% of the fully diluted share
capital of Antares have entered into voting agreements with First
Quantum, pursuant to which they have agreed to vote their shares
(including any shares issuable upon the exercise of options) in
favour of the Arrangement subject to certain exceptions.
Commenting on the transaction, Mr. John Black, President and
Chief Executive Officer of Antares said, "When we formed Antares in
2004 our objective was to discover a significant mineral deposit
and develop it to the stage where it would be of interest to a
major mining company. The proposed transaction with First Quantum
represents the culmination of our efforts over the past six years
and the successful achievement of our goal. As we have stated
before, the Haquira deposit represents one of the most attractive
undeveloped copper projects in the world owned 100% by a junior
explorer. We believe that First Quantum has the experience, track
record and financial capacity to develop Haquira into a world-class
mine. We have deliberately structured the proposed transaction so
that our shareholders can elect to exchange their Antares shares
for First Quantum shares, thereby providing the opportunity to
continue to share in the success of Haquira through an entity that
has far greater capacity to fully develop the Haquira project. The
proposed transaction also creates an excellent opportunity for the
shareholders of Antares to realize immediate and substantial value
for their Antares shares either in cash or in the shares of First
Quantum, or a combination thereof. Shareholders will also be able
to participate in any future upside from our 50% interest in the
Rio Grande project through the distribution of shares in a new
company formed to acquire that interest from Antares as part of
this transaction. In summary, we are very pleased and proud to be
able to offer this value-enhancing opportunity to our
shareholders."
Mr. Philip Pascall, Chairman and Chief Executive Officer of
First Quantum said, "The acquisition of Antares is another step in
First Quantum's stated strategy of geographical diversification.
Haquira is a project which we consider that, with our experience,
we can add material value to during the process of bringing it to
commercial production and then subsequently through cost effective
operation. Haquira is a world class copper project and has the
potential to significantly increase First Quantum's copper
production profile."
About the Transaction
The transaction will be carried out by way of a statutory plan
of arrangement pursuant to the Business Corporations Act (Alberta)
and must be approved by the Court of Queen's Bench of Alberta and
the affirmative vote of 66 2/3% of Antares' shareholders at a
special meeting of shareholders to be called and held to consider
the transaction.
The proposed transaction is expected to close in December 2010,
shortly after receipt of shareholder and court approvals.
The completion of the transaction is subject to customary
closing conditions, including the receipt of any required
regulatory approvals.
In the event that the transaction is not completed, Antares has
agreed to pay First Quantum a termination fee of C$13.5 million,
under certain circumstances. Antares has also provided First
Quantum with certain other customary rights, including a right to
match any competing offers.
First Quantum intends to fund the cash portion of the
transaction from its existing cash resources. The transaction is
not contingent on any financing condition.
Details regarding these and other terms of the transaction are
set out in the arrangement agreement, which will be filed by
Antares on the Canadian SEDAR website at www.sedar.com.
Further information regarding the transaction will be contained
in an information and proxy circular that Antares will prepare and
mail to all holders of Antares securities in connection with the
special meeting of shareholders to be held to approve the
transaction. It is expected that these materials will be mailed in
November 2010 for a meeting to be held in December 2010. Once
mailed, the information and proxy circular will also be available
on SEDAR at www.sedar.com. All shareholders are urged to read the
proxy circular once it becomes available as it will contain
additional important information concerning the transaction.
BMO Capital Markets is the financial advisor to First Quantum
and its legal advisor is Fasken Martineau DuMoulin LLP. Dundee
Securities is the financial advisor to Antares and its legal
advisor is Burnet, Duckworth & Palmer LLP.
Conference Call and Webcast Details
First Quantum and Antares will hold the following conference
calls and webcast to discuss the transaction:
General conference call and webcast:
Date: Monday October 18, 2010
Time: 8:00 am (EST); 1:00 pm (BST)
Dial in: 416-340-2216 / 866-226-1792 / (North America) /
800-9559-6849 (International) - note that the international number
requires the International access code of the country you are
calling from
Media briefing:
Date: Monday October 18, 2010
Time: 9:30 am (EST); 2:30 pm (BST)
Dial in: 416-340-8527 / 877-240-9772 / (North America) /
800-9559-6849 (International) - note that the international number
requires the International access code of the country you are
calling from
About Antares
Antares is a successful mineral exploration company with highly
experienced technical and management teams. Antares is focused on
precious- and base-metal exploration properties in Latin America
that can be quickly and cost-effectively advanced to the discovery
and production stage. In addition to the Haquira Project in Peru,
Antares is also currently exploring the Rio Grande (Cu-Au porphyry)
project in Salta Province of NW Argentina in a 50/50
option/joint-venture basis with Pachamama Resources Ltd., a
spin-off from Mansfield Minerals Inc.
About First Quantum
First Quantum 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 market capitalization was
approximately C$6.7 billion based on the closing price on the TSX
on October 15, 2010.
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, as well as Equinox Minerals Ltd. (16.32%), a
publicly-traded company that operates the Lumwana copper mine. 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
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 the Arrangement,
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 or 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.
12g3-2b-82-4461
Listed in Standard and Poor's
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.
Contacts: Antares Minerals Inc. John Black President and CEO
(720) 514-9036 john.black@antaresminerals.com Antares Minerals Inc.
Mark Wayne CFO (403) 705-4968 mark.wayne@antaresminerals.com
www.antaresminerals.com First Quantum Minerals - North America
Sharon Loung Director Investor Relations (647) 346-3934 (604)
688-3818 (FAX) sharon.loung@fqml.com First Quantum Minerals -
United Kingdom Clive Newall President +44 140 327 3484 +44 140 327
3494 (FAX) clive.newall@fqml.com www.first-quantum.com Hogarth
Partnership Ltd. Simon Hockridge +44 (0) 20 7357 9477
shockridge@hogarthpr.co.uk Maitland Brian Cattell/James Devas Media
Enquiries +44 207 379 5151 +44 20 7379 6161 (FAX)
jdevas@maitland.co.uk bcattell@maitland.co.uk
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