UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2005
Commission File Number 000-29546
Adastra Minerals Inc.
(Translation of registrant's name into English)
St. George’s House, 15 Hanover Square, London, England W1S 1HS
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F x Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission fling on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-__________.
Adastra Mandates Royal Bank of Scotland
In Kolwezi Financing
Trading: TSX and AIM: AAA
LONDON, U.K. (December 12th, 2005) Adastra Minerals Inc. (“Adastra” or the “Company”) is pleased to announce that it has awarded Royal Bank of Scotland plc (“RBS”) the mandate to arrange the untied commercial bank tranche of the project financing for the Kolwezi Tailings Project (“Kolwezi” or the “Project”) in the Democratic Republic of Congo.
The mandate agreement has been executed by RBS and Adastra’s wholly owned subsidiary Congo Mineral Developments Ltd (“CMD”). CMD is the majority shareholder of Kingamyambo Musonoi Tailings SARL (“KMT”), the company that will be the borrower and operate the Project. CMD is responsible for carrying out the Definitive Feasibility Study and the Environmental and Social Impact Assessment, and for organising the financing for the Project.
“This important mandate forms a key component of the project financing of Kolwezi”, said Tim Read, President and Chief Executive of Adastra. “The untied commercial bank tranche will be for US $60-75 million with an eight year maturity and will fund some 20% of the Project’s total capital requirements. We are delighted to have the support of such a pre-eminent bank in driving the Kolwezi project forward.”
The RBS appointment follows the recent announcement by the International Finance Corporation (part of the World Bank Group) and the Industrial Development Corporation of South Africa of their participation as shareholders in the Project. The two institutions are also expected to be important lenders to the Project, in addition to the untied commercial bank tranche.
Separately, Adastra and its project finance adviser, Rothschild, have held detailed discussions with a wide range of public and private sector financial institutions. The positive response has enabled Adastra to commence detailed planning of the financing of Kolwezi.
“The Project remains firmly on course,” said Tim Read. “The Definitive Feasibility Study and the Environmental and Social Impact Assessment are expected to be completed in March 2006, the negotiations for the power contract are well advanced, and there has been considerable progress towards securing long term off-take agreements for the cobalt and copper production. Our objective is to start construction of the Project in the second half of 2006.”
About Adastra
Adastra is an international mining company listed on the Toronto Stock Exchange and on AIM, in London, under the symbol “AAA”. It is currently developing mineral assets in Central
Africa, including the Kolwezi Tailings Project and the possible rehabilitation of the Kipushi zinc mine in the DRC. Adastra’s growth strategy emphasizes the creation of shareholder value through the development of world-class resources in stable or stabilizing political environments.
About the Kolwezi Project
Adastra’s Kolwezi Project consists of two dams containing 112.8 million tonnes of oxide tailings, grading 1.49% copper and 0.32% cobalt, as determined by Dr. Isobel Clark of Geostokos Limited, a “qualified person” as defined by the Canadian Securities Administrators’ NI 43-101. This resource has the potential to host one of the world’s largest and lowest cost cobalt producers. A definitive feasibility study is expected to be completed in the first quarter of 2006. If this study is favourable, construction is expected to commence before year-end, with first production in mid 2008. The project is expected to produce initially approximately 5,500 tonnes of cobalt and 30,000 tonnes of copper annually, at which level of output Kolwezi has a mine life in excess of 50 years.
Such a project would generate significant taxation, royalty and dividend revenues to the Government, as well as providing local employment and contributing to the regeneration of the DRC’s copper belt infrastructure.
Contact us:
Adastra in London |
|
Tim Read | Justine Howarth / Cathy Malins |
Chief Executive Officer | Parkgreen Communications |
T: +44 (0)20 7355 3552 | T: +44 (0)20 7493 3713 |
F: +44 (0)20 7355 3554 | F: +44 (0)20 7491 3936 |
E: london@adastramin.com | E: justine.howarth@parkgreenmedia.com |
|
|
Adastra in North America |
|
Martti Kangas |
|
The Equicom Group |
|
T: +1 416 815 0700 x. 243 |
|
+1 800 385 5451 (toll free) |
|
F: +1 416 815 0080 |
|
E: mkangas@equicomgroup.com |
|
This News Release contains forwardlooking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning the Company’s plans for its Kolwezi Project in the Democratic Republic of Congo (“DRC”) and the resource size and economic potential of that project. These forwardlooking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forwardlooking statements, including, without limitation, risks and uncertainties relating to political risks involving the Company’s operations in the DRC and the policies of other nations and organizations towards companies doing business in such jurisdictions, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, the inability or failure to obtain adequate financing on a timely basis and other risks and uncertainties, including those described in the Company’s Annual Report on Form 20–F for the year ended October 31, 2003 and Reports on Form 6–K filed with the Securities and Exchange Commission.
| Page 2 |
FORM 51-102F3
Material Change Report
Item 1. | Name and Address of Company |
Adastra Minerals Inc. (the “Company”)
Suite 950 - 1055 West Georgia Street
Vancouver, BC V6E 3P3
Item 2. | Date of Material Change |
December 12, 2005
Item 3. | News Release |
The News Release dated December 12, 2005 was forwarded to the Toronto Stock Exchange and disseminated via Canada Newswire (North American Disclosure).
A copy of the News Release is attached as Schedule “A”.
Item 4. | Summary of Material Change |
The Company announced that it has awarded Royal Bank of Scotland plc the mandate to arrange the untied commercial bank tranche of the project financing for the Kolwezi Tailings Project in the Democratic Republic of Congo.
Item 5. | Full Description of Material Change |
For a full description of the material change, see Schedule “A”.
Item 6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not Applicable.
Item 7. | Omitted Information |
Not Applicable.
Item 8. | Executive Officer |
Tim Read, President
44-207-355-3552
Item 9. | Date of Report |
Dated at Vancouver, BC, this 12th day of December, 2005.
SCHEDULE “A”
Adastra Mandates Royal Bank of Scotland
In Kolwezi Financing
Trading: TSX and AIM: AAA
LONDON, U.K. (December 12th, 2005) Adastra Minerals Inc. (“Adastra” or the “Company”) is pleased to announce that it has awarded Royal Bank of Scotland plc (“RBS”) the mandate to arrange the untied commercial bank tranche of the project financing for the Kolwezi Tailings Project (“Kolwezi” or the “Project”) in the Democratic Republic of Congo.
The mandate agreement has been executed by RBS and Adastra’s wholly owned subsidiary Congo Mineral Developments Ltd (“CMD”). CMD is the majority shareholder of Kingamyambo Musonoi Tailings SARL (“KMT”), the company that will be the borrower and operate the Project. CMD is responsible for carrying out the Definitive Feasibility Study and the Environmental and Social Impact Assessment, and for organising the financing for the Project.
“This important mandate forms a key component of the project financing of Kolwezi”, said Tim Read, President and Chief Executive of Adastra. “The untied commercial bank tranche will be for US $60-75 million with an eight year maturity and will fund some 20% of the Project’s total capital requirements. We are delighted to have the support of such a pre-eminent bank in driving the Kolwezi project forward.”
The RBS appointment follows the recent announcement by the International Finance Corporation (part of the World Bank Group) and the Industrial Development Corporation of South Africa of their participation as shareholders in the Project. The two institutions are also expected to be important lenders to the Project, in addition to the untied commercial bank tranche.
Separately, Adastra and its project finance adviser, Rothschild, have held detailed discussions with a wide range of public and private sector financial institutions. The positive response has enabled Adastra to commence detailed planning of the financing of Kolwezi.
“The Project remains firmly on course,” said Tim Read. “The Definitive Feasibility Study and the Environmental and Social Impact Assessment are expected to be completed in March 2006, the negotiations for the power contract are well advanced, and there has been considerable progress towards securing long term off-take agreements for the cobalt and copper production. Our objective is to start construction of the Project in the second half of 2006.”
About Adastra
Adastra is an international mining company listed on the Toronto Stock Exchange and on AIM, in London, under the symbol “AAA”. It is currently developing mineral assets in Central
Africa, including the Kolwezi Tailings Project and the possible rehabilitation of the Kipushi zinc mine in the DRC. Adastra’s growth strategy emphasizes the creation of shareholder value through the development of world-class resources in stable or stabilizing political environments.
About the Kolwezi Project
Adastra’s Kolwezi Project consists of two dams containing 112.8 million tonnes of oxide tailings, grading 1.49% copper and 0.32% cobalt, as determined by Dr. Isobel Clark of Geostokos Limited, a “qualified person” as defined by the Canadian Securities Administrators’ NI 43-101. This resource has the potential to host one of the world’s largest and lowest cost cobalt producers. A definitive feasibility study is expected to be completed in the first quarter of 2006. If this study is favourable, construction is expected to commence before year-end, with first production in mid 2008. The project is expected to produce initially approximately 5,500 tonnes of cobalt and 30,000 tonnes of copper annually, at which level of output Kolwezi has a mine life in excess of 50 years.
Such a project would generate significant taxation, royalty and dividend revenues to the Government, as well as providing local employment and contributing to the regeneration of the DRC’s copper belt infrastructure.
Contact us:
Adastra in London |
|
Tim Read | Justine Howarth / Cathy Malins |
Chief Executive Officer | Parkgreen Communications |
T: +44 (0)20 7355 3552 | T: +44 (0)20 7493 3713 |
F: +44 (0)20 7355 3554 | F: +44 (0)20 7491 3936 |
E: london@adastramin.com | E: justine.howarth@parkgreenmedia.com |
|
|
Adastra in North America |
|
Martti Kangas |
|
The Equicom Group |
|
T: +1 416 815 0700 x. 243 |
|
+1 800 385 5451 (toll free) |
|
F: +1 416 815 0080 |
|
E: mkangas@equicomgroup.com |
|
This News Release contains forwardlooking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 concerning the Company’s plans for its Kolwezi Project in the Democratic Republic of Congo (“DRC”) and the resource size and economic potential of that project. These forwardlooking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forwardlooking statements, including, without limitation, risks and uncertainties relating to political risks involving the Company’s operations in the DRC and the policies of other nations and organizations towards companies doing business in such jurisdictions, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, the inability or failure to obtain adequate financing on a timely basis and other risks and uncertainties, including those described in the Company’s Annual Report on Form 20–F for the year ended October 31, 2003 and Reports on Form 6–K filed with the Securities and Exchange Commission.
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ADASTRA MINERALS INC.
(Registrant)
Date December 12, 2005
| By: | /s/ Paul C. MacNeill |
Paul C. MacNeill
Director