Filed by First Quantum Minerals Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Adastra Minerals Inc.
Commission File No. 333-131481
Not for release, publication or distribution in whole or in part in or
into Australia or Japan.
NEWS RELEASE
FIRST QUANTUM 06-11
MINERALS LTD. March 30, 2006
www.first-quantum.com
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FIRST QUANTUM OFFER FOR ADASTRA CURRENTLY VALUED AT $3.28 PER SHARE
First Quantum Minerals Ltd. ("First Quantum", TSX Symbol "FM", LSE Symbol "FQM")
noted today that its offer to acquire all the outstanding shares of Adastra
Minerals Inc. ("Adastra") is valued at $3.26 (assuming the share election) based
on First Quantum's trading price of $48.11 on the TSX as at 11:30 am on March
30, 2006. With First Quantum's dividend, payable May 10, 2006 to shareholders of
record on April 19, 2006, providing a potential for approximately an additional
$0.02 per share to Adastra shareholders, this brings the total value of the
Offer to $3.28 per share.
"Our Offer currently provides a premium of 18% to Adastra's trading price of
$2.77 on the TSX as at 11:30 am on March 30, 2006." said Mr. Philip Pascal,
Chairman and CEO of First Quantum. "This represents significant and immediate
value available to Adastra's shareholders who tender to the Offer. We strongly
urge Adastra shareholders to consider these values and tender to our Offer which
expires tomorrow, March 31, 2006, at 5:00 pm Toronto time."
ABOUT FIRST QUANTUM MINERALS
First Quantum is a growing mining and metals company whose principal activities
include mineral exploration, development and mining. First Quantum produces LME
grade "A" copper cathode, copper in concentrate, gold and sulphuric acid. First
Quantum's operations in Zambia include the 100% owned Bwana Mkubwa SX/EW
facility and sulphuric acid plants and the 80% owned Kansanshi open pit
copper-gold deposit. In the Democratic Republic of Congo, First Quantum operates
the 100% owned Lonshi open pit copper mine which provides oxide copper ore for
processing at Bwana Mkubwa, a 100% interest in the newly discovered Frontier
copper-cobalt deposit, and 11,000 sq/km of exploration rights. In Mauritania,
First Quantum is developing the 80% owned Guelb Moghrein copper gold deposit.
IMPORTANT NOTICE
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Reference to the word "Offer" in this news release means the offer, as amended,
of First Quantum to purchase all of the common shares of Adastra
The content of this press release, which has been prepared by and is the
responsibility of First Quantum, has been approved by Numis Securities Limited,
Cheapside House, 138 Cheapside, London England EC2V 6LH, solely for the purposes
of section 21 of the United Kingdom's Financial Services and Markets Act 2000.
Numis Securities Limited is acting exclusively for First Quantum in connection
with the Offer and no one else and will not be responsible to anyone other than
First Quantum for providing the protections afforded to clients of Numis
Securities Limited nor for providing advice in relation to the Offer or any
other matter referred to in this press release.
This announcement does not constitute or form part of any offer to sell or
invitation to purchase any securities or solicitation of an offer to buy any
securities, pursuant to the Offer or otherwise.
FIRST QUANTUM MINERALS LTD. 06-11
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This announcement is for information purposes and is not a substitute for the
formal offer and take-over bid circular. First Quantum has filed with the U.S.
Securities and Exchange Commission a Registration Statement on Form F-80, as
amended, which includes the offer and take-over bid circular, and a tender offer
statement on Schedule 14D-1F, as amended. Adastra Shareholders are urged to read
the circular and any other materials relating to the Offer, including the
registration statement on Form F-80, as amended, and the tender offer statement
on Schedule 14D-1F, as amended, because they contain important information.
Copies of the circular and other materials relating to the Offer can be obtained
when they become available free of charge at the SEDAR website at www.sedar.com
or on the EDGAR website at www.sec.gov. or from RBC Dominion Securities, Inc. in
Canada or RBC Capital Markets Corporation in the United States, who are acting
as First Quantum's dealer managers (Toll Free 1-866-246-3902 (Canada) or
1-866-246-3902 (United States)) or Innisfree M&A Incorporated for the United
States and other locations (Toll Free 1-888-750-5834 (English speakers) or
1-877-825-8777 (French speakers)), who is acting as First Quantum's Information
Agent.
This press release contains forward-looking statements. The words "expect",
"will", "intend", "estimate" and similar expressions identify forward-looking
statements. Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by management, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements. Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations. These risk factors
include, but are not limited to: realization of operational synergies, reliance
on Adastra's publicly available information which may not fully identify all
risks related to their performance, success in integrating the retail
distribution systems, and the integration of supply chain management processes,
as well as other risk factors listed from time to time in First Quantum's
reports, comprehensive public disclosure documents including the Annual
Information Form, and in other filings with securities commissions in Canada (on
SEDAR at www.sedar.com) and the United States (on EDGAR at www.sec.gov).
ON BEHALF OF THE BOARD OF DIRECTORS 12G3-2B-82-4461
OF FIRST QUANTUM MINERALS LTD. LISTED IN STANDARD AND POOR'
SEDAR PROFILE #00006237
PHILIP PASCALL
CHAIRMAN & CEO
For further information visit our web site at www.first-quantum.com
North American contact: Geoff Chater or Bill Iversen
8th Floor, 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8
Tel: (604) 688-6577 Fax: (604) 688-3818
Toll Free: 1 (888) 688-6577 E-Mail: info@fqml.com
United Kingdom contact: Clive Newall, President
1st Floor, Mill House Mill Bay Lane Horsham West Sussex RH12 1TQ United Kingdom
Tel: +44 140 327 3484 Fax: +44 140 327 3494 E-Mail: clive.newall@fqml.com.
or
Carina Corbett, 4C-Burvale, Tel: + 44 20 7907 4761
The Toronto Stock Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of this release.
Certain of the information contained in this news release constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements, including but
not limited to those with respect to the prices of gold, copper and sulphuric
acid, estimated future production, estimated costs of future production, the
Company's hedging policy and permitting time lines, involve known and unknown
risks, uncertainties, and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the actual
prices of copper, gold and sulphuric acid, the factual results of current
exploration, development and mining activities, changes in project parameters as
plans continue to be evaluated, as well as those factors disclosed in the
Company's documents filed from time to time with the British Columbia Securities
Commission and the United States Securities and Exchange Commission.
ENDS
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