ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for monitor Customisable watchlists with full streaming quotes from leading exchanges, such as LSE, NASDAQ, NYSE, AMEX, Bovespa, BIT and more.

LCC

0.00
0.00 (0.00%)
Share Name Share Symbol Market Type
TSXV:LCC TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

First Quantum Minerals to Acquire Lumina Copper Corp., Cash and Share Transaction Valued at Approximately $470 Million

17/06/2014 4:30pm

Marketwired Canada


(All dollar amounts are in Canadian dollars, except where noted otherwise)

First Quantum Minerals Ltd. ("First Quantum" or "the Company") (TSX:FM)(LSE:FQM)
and Lumina Copper Corp. ("Lumina") (TSX VENTURE:LCC) announced today that they
have entered into a definitive agreement pursuant to which First Quantum will
acquire, by way of a court-approved plan of arrangement (the "Arrangement"), all
of the outstanding securities of Lumina. Based upon the consideration, the total
value of 100% of the fully diluted common shares of Lumina is approximately $470
million. First Quantum currently owns 2.5 million of Lumina's outstanding common
shares.


Lumina is the 100% owner of the Taca Taca copper deposit located in the Puna
region of Salta Province in northwest Argentina, approximately 120 kilometres
east of the Escondida, the world's largest producing copper mine. Taca Taca
currently has a reported National Instrument 43-101 compliant indicated mineral
resource estimate of approximately 21.15 billion pounds of copper (9.6 million
tonnes of copper) contained in 2.17 billion tonnes grading 0.44% copper, 0.08g/t
gold and 0.013% molybdenum (0.57% copper equivalent) and an inferred mineral
resource estimate of approximately 7.55 billion pounds of copper (3.4 million
tonnes of copper) contained in 921 million tonnes grading 0.37% copper, 0.05g/t
gold and 0.012% molybdenum (0.47% copper equivalent), using a 0.3% copper
equivalent cut-off.(1) These estimates are defined by 148,000 metres of
drilling. The deposit remains open in some areas to depth and along the southern
boundary of the northeastern limb.


Commenting on the proposed transaction, Mr. Ross Beaty, Lumina's founder and
largest shareholder said, "I am very pleased with First Quantum's intended
acquisition of our company. First Quantum is an outstanding mining company with
a significant and growing portfolio of copper operations. In our view, they are
the most capable company in the world to develop Taca Taca into a major copper
mine. This transaction provides Lumina shareholders with the option to retain
exposure to Taca Taca's future development in the hands of a world class mine
development and operating team through ownership of First Quantum's shares. I
encourage all Lumina shareholders to vote in favour of this transaction."


Mr. Philip Pascall, Chairman and Chief Executive Officer of First Quantum said,
"The acquisition of Lumina is another step in First Quantum's long-stated
objective of geographical diversification through the acquisition of world
class, early-stage copper assets. Taca Taca will significantly add to First
Quantum's development pipeline and is at the stage where we can apply our
resources and development expertise to realize its full potential and further
add to First Quantum's copper production profile. Once the acquisition of Lumina
has been completed we will immediately review the Taca Taca project to determine
the most efficient and economical timing for its development in the context of
the projects that we are currently developing."


About the Transaction

The transaction will be carried out by way of a statutory plan of arrangement
pursuant to the Business Corporations Act (British Columbia), and must be
approved by the Supreme Court of British Columbia and the affirmative vote of
662/3% of Lumina shareholders.


The completion of the transaction is subject to customary closing conditions,
including the receipt of any required regulatory approvals.


Under the Arrangement, Lumina shareholders may elect to receive, in exchange for
each common share of Lumina held:




--  $5.00 in cash and 0.2174 of a First Quantum common share; or 
--  0.4348 of a First Quantum common share and $0.01 in cash, subject to
    proration as to the number of First Quantum common shares if the total
    number of First Quantum common shares Lumina shareholders elect to
    receive exceeds 9,669,182 First Quantum common shares; or 
--  $10.00 in cash, subject to proration as to the amount of cash if the
    total cash Lumina shareholders elect to receive exceeds $222,391,175. 



Lumina shareholders who do not elect any of the three options above shall be
deemed to have elected to receive the cash alternative in respect of all of
their Lumina common shares. 


The $10.00 cash consideration for each common share of Lumina represents a 34%
premium to the volume-weighted average trading price of the common shares of
Lumina on the TSX Venture Exchange of $7.44 for the 20 trading days ended June
16, 2014 and a 28% premium to the closing price of the common shares of Lumina
on the TSX Venture Exchange of $7.80 on June 16, 2014.


The Boards of Directors of both companies have unanimously approved the transaction.

The Board of Directors of Lumina, after consultation with its financial and
legal advisors and based, in part, upon the unanimous recommendation of an
independent committee of the Board of Directors of Lumina, has determined
unanimously that the Arrangement is fair to the Lumina shareholders and is in
the best interest of Lumina. Lumina's Board of Directors unanimously recommends
that the Lumina shareholders vote in favour of the Arrangement. Raymond James
Ltd. has been engaged to provide an opinion that the transaction is fair, from a
financial point of view, to the Lumina shareholders (other than First Quantum).
Borden Ladner Gervais LLP is acting as legal counsel to Lumina. 


First Quantum's financial advisor is RBC Capital Markets and its legal advisor
is Fasken Martineau DuMoulin LLP.


Holders of approximately 33.6% of Lumina's issued and outstanding common shares
(on a fully diluted basis), including all of Lumina's directors, officers and
certain major shareholders, have signed voting support agreements pursuant to
which they have agreed to vote in favour of the Arrangement.


In the event that the transaction is not completed, Lumina has agreed to pay
First Quantum a termination fee of approximately $16.25 million, under certain
circumstances. Lumina has also provided First Quantum with certain other
customary rights, including a right to match any superior 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.


Full details of the transaction will be included in an information circular to
be mailed to Lumina shareholders in accordance with applicable securities laws.
The transaction is expected to close on or before August 30, 2014. All
shareholders are urged to read the proxy circular once it becomes available as
it will contain additional important information concerning the transaction.


Qualified Person

Andrew Carstensen, CPG, Lumina's Vice President, Exploration and a Qualified
Person as defined by National Instrument 43-101 Standards of Disclosure for
Mineral Projects has reviewed and approved the contents of this news release as
they relate to the mineral resource estimate and technical disclosure on the
Taca Taca project.


Scientific and Technical Disclosure

For complete disclosure of Lumina's mineral resource estimate refer to the
Preliminary Economic Assessment Report on the Taca Taca Copper/Gold Molybdenum
Project dated May 24, 2013, prepared by Ausenco Solutions Canada Inc. with an
effective date of April 9, 2013, which is available under Lumina's profile at
www.sedar.com.


(1) Copper equivalent calculated using US$2.00/lb Cu, US$800/oz Au and
US$12.00/lb Mo and is not adjusted for mining and metallurgical recoveries as
these remain uncertain. The formula used is as follows: CuEQ = Cu% + (Au g/t x
0.583) + (Mo% x 6).


About Lumina 

Lumina is a Vancouver based copper exploration company that controls the Taca
Taca copper, gold, and molybdenum project in Argentina. Lumina's common shares
trade on the TSX Venture Exchange under the symbol LCC. Lumina has 44,007,402
common shares issued and outstanding and 46,978,235 common shares issued and
outstanding on a fully diluted basis.


About First Quantum 

First Quantum Minerals Ltd. is an established and rapidly growing mining and
metals company operating seven mines and developing five projects worldwide. The
Company produces copper, nickel, gold, zinc and platinum group elements.


First Quantum's current operations are the Kansanshi copper-gold mine in Zambia,
the Las Cruces copper mine in Spain, the Guelb Moghrein copper-gold mine in
Mauritania, the Ravensthorpe nickel-cobalt mine in Western Australia, the
Kevitsa nickel-copper-PGE mine and the Pyhasalmi copper-zinc mine in Finland and
the Cayeli copper-zinc mine in Turkey.


First Quantum's market capitalization was approximately $12.8 billion based on
the closing price of its common shares on the TSX on June 16, 2014.


On Behalf of the Board of Directors of First Quantum Minerals Ltd.

G. Clive Newall, President

12g3-2b-82-4461

Listed in Standard and Poor's

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this news release.


Cautionary statement on forward-looking information

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 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, the
anticipated benefits from the Arrangement, the estimation of mineral resources,
First Quantum's exploration and development program, and First Quantum's
capabilities, 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 Lumina have made numerous assumptions including among other
things, assumptions about general business and economic conditions, the price of
copper, gold, nickel, zinc, pyrite, PGE, cobalt and sulphuric acid, interest
rates, anticipated costs and expenditures, production and productivity levels,
market competition, receipt of necessary approvals and First Quantum's and
Lumina's ability to achieve their goals. The foregoing list of assumptions is
not exhaustive. Although management of First Quantum and Lumina 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
Lumina's and/or First Quantum's 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. 

These factors include, but are not limited to: risks and costs to Lumina and/or
First Quantum if the Arrangement is not completed, including the adverse effects
on Lumina's ability to execute another transaction or stand-alone business
strategy; Lumina's obligation to pay a break fee if the Arrangement is
terminated under certain circumstances, which might deter other parties from
making a competing offer to acquire Lumina; the investment of executive
management time to the Arrangement, which may delay or prevent Lumina and/or
First Quantum from exploiting business opportunities that may arise pending
completion of the Arrangement; the restrictions on the conduct of Lumina's
business prior to completion of the Arrangement, which may delay or prevent
Lumina from exploiting business opportunities that may arise pending completion
of Arrangement; the interests of management and other related parties in the
Arrangement, which may differ from those of Lumina shareholders in certain
respects; risks associated with the business of First Quantum; risks related to
the approval of applicable governmental authorities and the satisfaction or
waiver of certain other conditions contemplated by the definitive agreement in
respect of the Arrangement; risk related to the interpretation of historic
results at Lumina's Taca Taca project and certain of First Quantum's mineral
projects; risks related to reliance on technical information provided by Lumina
as related to the Taca Taca project; risks relating to exploration and potential
development of Lumina's and First Quantum's projects; business and economic
conditions in the mining industry generally; the supply and demand for labour
and other project inputs; prices for commodities to be produced and changes in
commodity prices; changes in interest and currency exchange rates; risks
relating to inaccurate geological and engineering assumptions (including with
respect to the tonnage, grade and recoverability of reserves and resources);
risks relating to unanticipated operational difficulties (including failure of
plant, equipment or processes to operate in accordance with specifications or
expectations, cost escalation, unavailability of materials and equipment,
government action or delays in the receipt of government approvals, industrial
disturbances or other job action, and unanticipated events related to health,
safety and environmental matters); risks relating to adverse weather conditions;
political risk and social unrest; changes in general economic conditions or
conditions in the financial markets; and other risk factors as detailed from
time to time in Lumina's and First Quantum's continuous disclosure documents
filed with the Canadian securities administrators.


See First Quantum's Annual Information Form and Lumina's public filings with the
Canadian securities administrators for additional information on risks,
uncertainties and other factors relating to the forward-looking statements and
information. Although First Quantum and Lumina 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 Lumina's control. Accordingly, readers should not
place undue reliance on forward-looking statements or information. Neither First
Quantum nor Lumina 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. 



FOR FURTHER INFORMATION PLEASE CONTACT: 
First Quantum Minerals
North American contact:
Sharon Loung, Director, Investor Relations
(647) 346-3934 or Toll Free: 1 (888) 688-6577
(604) 688-3818 (FAX)
sharon.loung@fqml.com


United Kingdom contact:
Clive Newall, President
+44 140 327 3484
+44 140 327 3494 (FAX)
clive.newall@fqml.com
www.first-quantum.com


Lumina Copper Corp.
David Strang, President & CEO
(604) 646-1880
dstrang@luminacopper.com
www.luminacopper.com

1 Year Chart

1 Year  Chart

1 Month Chart

1 Month  Chart

Your Recent History

Delayed Upgrade Clock