Operations
First Quantum Minerals to Acquire Lumina Copper Corp., Cash and Share Transaction Valued at Approximately $470 Million
(All dollar amounts are in Canadian dollars, except where noted otherwise)
Lumina is the 100% owner of the Taca Taca copper deposit located in the Puna region of
Commenting on the proposed transaction, Mr.
Mr.
About the Transaction
The transaction will be carried out by way of a statutory plan of arrangement pursuant to the Business Corporations Act (
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
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.
First Quantum’s financial advisor is
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
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
Qualified Person
Scientific and Technical Disclosure
For complete disclosure of Lumina’s mineral resource estimate refer to the Preliminary Economic Assessment Report on the
(1) Copper equivalent calculated using
About Lumina
Lumina is a
About First Quantum
First Quantum’s current operations are the Kansanshi copper-gold mine in
First Quantum’s market capitalization was approximately
On Behalf of the Board of Directors of
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.
North American contact:
(647) 346-3934 or Toll Free: 1 (888) 688-6577
(604) 688-3818 (FAX)
sharon.loung@fqml.com
+44 140 327 3484
+44 140 327 3494 (FAX)
clive.newall@fqml.com
www.first-quantum.com
(604) 646-1880
dstrang@luminacopper.com
www.luminacopper.com
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