VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 11, 2012) -
First Quantum Minerals Ltd. ("First Quantum" or
the "Company") (TSX:FM)(LSE:FQM) today announced
that its wholly-owned subsidiary, FQM (Peru) Ltd.
("FQM Peru"), has acquired ownership of an
aggregate of 42,067,745 common shares ("Common
Shares") in the capital of Zincore Metals Inc.
("Zincore"), representing 19.99% of the issued
and outstanding Common Shares immediately following
completion of such acquisition.
Of the 42,067,745 Common Shares acquired by FQM Peru,
19,113,874 Common Shares were acquired from Zincore on May
10, 2012 by way of a private placement (the "Private
Placement") undertaken in reliance upon the accredited
investor exemption available under applicable Canadian
securities laws. The Private Placement was completed at a
price of C$0.20 per Common Share, for a total purchase
price of $3,822,774.
On May 11, 2012, FQM Peru acquired an additional 22,953,871
Common Shares at a total purchase price of C$3,709,554.89,
or approximately C$0.16 per Common Share, pursuant to a
private agreement between Inversiones Pacasmayo S.A. and
FQM Peru (the "Secondary Purchase and Sale"). The
Secondary Purchase and Sale was also completed in reliance
upon the accredited investor exemption available under
applicable Canadian securities laws.
As a result of the Private Placement and the Secondary
Purchase and Sale, FQM Peru has ownership of an aggregate
of 42,067,745 Common Shares, representing 19.99% of the
210,443,949 Common Shares outstanding immediately following
completion of the Private Placement and the Secondary
Purchase and Sale. For purposes of calculating the
percentage of Common Shares owned by FQM Peru, FQM Peru has
assumed that there were 191,330,075 Common Shares
outstanding prior to completion of the Private Placement,
as disclosed by Zincore in the Subscription Agreement
governing the terms and conditions of the Private
Placement.
FQM Peru acquired ownership of the Common Shares that are
the subject of this press release for investment purposes.
FQM Peru intends to review its investments in Zincore on a
continuing basis. Depending on various factors including,
without limitation, Zincore's financial position, the
price levels of the Common Shares, conditions in the
securities market, general economic and industry
conditions, FQM Peru's business or financial condition
and other factors and conditions that FQM Peru may deem
relevant, FQM Peru may in the future take such actions with
respect to its investment in Zincore as FQM Peru deems
appropriate including, without limitation, making proposals
to Zincore concerning changes to the capitalization, board
of directors, ownership structure or operations of Zincore,
acquiring Common Shares or selling or otherwise disposing
of some or all of the Common Shares held by FQM Peru. In
addition, FQM Peru may formulate other purposes, plans or
proposals regarding Zincore or any of Zincore's
securities to the extent deemed advisable in light of
general investment and trading policies, market conditions
or other factors or may change its intention with respect
to any and all matters referred to above.
Notwithstanding the foregoing, First Quantum has agreed
with Zincore pursuant to a binding Memorandum of
Understanding entered into on May 7, 2012, that, unless
consented to in writing by Zincore, such consent not to be
unreasonably withheld, conditioned or delayed, First
Quantum will maintain an equity ownership interest in
Zincore below 20% for a period of up to 30 months following
the entering into of a formal joint venture agreement
between First Quantum and Zincore in respect the Dolores
Area properties indirectly owned by Zincore. During such
period, First Quantum has also agreed that any Common
Shares controlled by it will not be voted contrary to any
management recommendations set forth applicable management
information circular issued by Zincore, provided that First
Quantum may withhold its vote or abstain from voting the
Common Shares. First Quantum will have the right to
purchase additional Common Shares to maintain its pro
rata equity ownership in the event of further Common
Share issuances by Zincore.
Neither the issuance of this news release in connection
with the matters disclosed herein nor the filing by FQM
Peru of the corresponding report in accordance with
applicable Canadian securities laws is an admission that
any entity named or otherwise referred to in this news
release owns or controls any described securities or is a
joint actor with another entity named or otherwise referred
to in this news release.
FQM Peru's address is set out below. For further
information, including to obtain a copy, once filed, of the
report required to be filed with applicable securities
regulators in respect of the matters described in this news
release, please contact First Quantum at one of the numbers
listed at the end of this news release.
FQM (Peru) Ltd.
3400, 350 - 7th Avenue, S.W.
Calgary, AB
T2P 3N9
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
Certain information contained in this news release
constitutes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act
of 1995 and forward-looking information under applicable
Canadian securities legislation. Such forward-looking
statements or information 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 or information. Such factors may
include, among others, those factors disclosed in the
Company's documents filed from time to time with the
Alberta, British Columbia, and Ontario Securities
Commissions, the Autorité des marchés financiers in Quebec,
the United States Securities and Exchange Commission and
the London Stock Exchange.