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 March, 2006
Commission File Number 000-29546
Adastra Minerals Inc.
(Translation of registrant's name into English)
Castlewood House, 77/91 New Oxford Street, London, England WC1A 1DG
(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-__________.
NEWS RELEASE
Adastra responds to First Quantum Minerals Final Offer
Trading: TSX and AIM: AAA
London, UK (March 20, 2006) Adastra Minerals Inc. (“Adastra” or the “Company”) notes today’s announcement by First Quantum Minerals Ltd of its increased and “final” offer for Adastra.
The Special Committee is disappointed at the level of the revised offer, however it will work with its financial and legal advisors to review the revised offer and make its formal recommendation to shareholders as soon as possible. In the meantime, shareholders are urged to take no action with respect to the revised offer.
A further announcement will be made soon.
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 several mineral assets in Central Africa, including the Kolwezi Tailings Project and the possible rehabilitation of the Kipushi zinc mine in the Democratic Republic of Congo. Adastra’s growth strategy emphasizes the creation of shareholder value through the development of world-class resources in stable or stabilizing political environments.
Contact us:
London
Adastra
Tim Read, President and Chief Executive Officer
Tel.: +44 (0)20 7257 2040
Parkgreen Communications
Justine Howarth / Cathy Malins
Tel.: +44 (0)20 7493 3713
Toronto
Equicom
Martti Kangas
Tel.: +1 (416) 815 0700
2
This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of the Securities Act (Ontario) (together, "forward-looking statements"). Such forward-looking statements, include but are not limited to the Company's plans for its Kolwezi Project in the Democratic Republic of Congo ("DRC"), the Kolwezi Project's net present value, its overall economic potential, the availability of project financing, the likelihood of completion of a transaction with Mitsubishi transaction and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied by such forward-looking statements to be materially different. Such factors include, among others, 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, fluctuations in the price of copper and cobalt, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, the inability or failure to obtain adequate financing or complete the proposed transaction with Mitsubishi Corporation 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, 2005 and reports on Form 6-K filed with the Securities and Exchange Commission and the Canadian Securities Administrators and available at www.sedar.com.
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 |
March 20, 2006
Item 3. | News Release |
The News Release dated March 20, 2006 was forwarded to the Toronto Stock Exchange and disseminated via Canada Newswire.
A copy of the News Release is attached as Schedule “A”.
Item 4. | Summary of Material Change |
The Company noted the announcement by First Quantum Minerals Ltd. of its increased and “final” offer for the Company. The Special Committee is disappointed at the level of the revised offer, however it will work with its financial and legal advisors to review the revised offer and make its formal recommendation to shareholders as soon as possible. In the meantime, shareholders are urged to take no action with respect to the revised offer.
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
44-20-7257-2040
Item 9. | Date of Report |
Dated at Vancouver, BC, this 20th day of March, 2006.
SCHEDULE “A”
NEWS RELEASE
Adastra responds to First Quantum Minerals Final Offer
Trading: TSX and AIM: AAA
London, UK (March 20, 2006) Adastra Minerals Inc. (“Adastra” or the “Company”) notes today’s announcement by First Quantum Minerals Ltd of its increased and “final” offer for Adastra.
The Special Committee is disappointed at the level of the revised offer, however it will work with its financial and legal advisors to review the revised offer and make its formal recommendation to shareholders as soon as possible. In the meantime, shareholders are urged to take no action with respect to the revised offer.
A further announcement will be made soon.
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 several mineral assets in Central Africa, including the Kolwezi Tailings Project and the possible rehabilitation of the Kipushi zinc mine in the Democratic Republic of Congo. Adastra’s growth strategy emphasizes the creation of shareholder value through the development of world-class resources in stable or stabilizing political environments.
Contact us:
London
Adastra
Tim Read, President and Chief Executive Officer
Tel.: +44 (0)20 7257 2040
Parkgreen Communications
Justine Howarth / Cathy Malins
Tel.: +44 (0)20 7493 3713
Toronto
Equicom
Martti Kangas
Tel.: +1 (416) 815 0700
2
This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of the Securities Act (Ontario) (together, "forward-looking statements"). Such forward-looking statements, include but are not limited to the Company's plans for its Kolwezi Project in the Democratic Republic of Congo ("DRC"), the Kolwezi Project's net present value, its overall economic potential, the availability of project financing, the likelihood of completion of a transaction with Mitsubishi transaction and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied by such forward-looking statements to be materially different. Such factors include, among others, 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, fluctuations in the price of copper and cobalt, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, the inability or failure to obtain adequate financing or complete the proposed transaction with Mitsubishi Corporation 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, 2005 and reports on Form 6-K filed with the Securities and Exchange Commission and the Canadian Securities Administrators and available at www.sedar.com.
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.
|
Date March 20, 2006 |
|
| By: /s/ Paul C. MacNeill |