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

Grafico Azioni Antares Minerals (TSXV:ANM)
Storico
Da Mag 2024 a Giu 2024 Clicca qui per i Grafici di Antares Minerals
Grafico Azioni Antares Minerals (TSXV:ANM)
Storico
Da Giu 2023 a Giu 2024 Clicca qui per i Grafici di Antares Minerals