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 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
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.
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: First Quantum Minerals Ltd. - North American contact
Sharon Loung Director Investor Relations (647) 346-3934 (604)
688-3818 (FAX) sharon.loung@fqml.com First Quantum Minerals Ltd. -
United Kingdom contact Clive Newall President +44 140 327 3484 +44
140 327 3494 (FAX) clive.newall@fqml.com www.first-quantum.com
Maitland - United Kingdom contacts Brian Cattell / James Devas
Media enquiries +44 207 379 5151 +44 20 7379 6161 (FAX)
jdevas@maitland.co.uk / bcattell@maitland.co.uk Antares Minerals
Inc. John Black President and CEO (720) 514-9036 or Cellular: (303)
618-7797 john.black@antaresminerals.com Antares Minerals Inc. Mark
Wayne CFO (403) 705-4968 www.antaresminerals.com
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