Dec 17 2010
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.
Source: http://www.first-quantum.com/