FIRST QUANTUM MINERALS TO ACQUIRE KIWARA PLC CASH AND EQUITY

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FIRST QUANTUM MINERALS TO ACQUIRE KIWARA PLC
CASH AND EQUITY TRANSACTION VALUED AT APPROXIMATELY US$260.2 MILLION
(All dollar amounts are expressed in United States dollars, except as otherwise indicated where GBP = British pounds; Cdn.$ = Canadian dollars)
First Quantum Minerals Ltd. (“First Quantum”, TSX Symbol “FM”, LSE Symbol “FQM”) and Kiwara PLC (“Kiwara”, LSE AIM Symbol – “KIW”, JSE Symbol “KWR”) are pleased to announce that they have entered into an implementation agreement pursuant to which First Quantum will acquire the entire issued share capital of Kiwara (the “Offer”) by way of a scheme of arrangement (the “Scheme").
Pursuant to the Scheme, Kiwara shareholders will receive 0.0085 First Quantum shares and GBP0.375 for every Kiwara share held. The implied value of the purchase price is GBP0.75 per Kiwara share based on an agreed market price of £43.68 for one First Quantum share on the LSE. This represents a 41.5% premium to the closing price of Kiwara’s shares on AIM on November 20, 2009, and a 35.5% premium to the volume-weighted average trading price of Kiwara shares on AIM for the 20 trading days ended November 20, 2009. In total, the cash and equity transaction is valued at approximately US$260.2 million (GBP157.6 million) and is expected to result in the issuance of approximately 1,884,448 million new First Quantum shares.
First Quantum has approached each director of Kiwara and Cardiff Property plc, City National Resources High Yield Trust, Derek Joseph, New African Mining Fund, Geiger Counter and Ian Reynolds holding approximately 76.05% of the issued share capital of Kiwara who have irrevocably undertaken to vote in favour of the Scheme subject to certain exceptions.
The board of directors of Kiwara considers that the Offer is fair and reasonable and unanimously recommends that Kiwara shareholders vote in favour of the Offer. The board of directors of Kiwara has retained Moore Stephens Corporate Finance (Moore Stephens (Johannesburg) Corporate Finance (Pty) Limited) as an independent expert to advise it on the fairness of the Offer as it relates to Kiwara shareholders. The opinion of the independent expert will be disclosed to Kiwara shareholders in due course.
Commenting on the transaction, Mr. Colin Bird, Chairman of Kiwara said, “In the evolution of a major mining project, management is constantly faced with matching progress with overall resource capacity. Kiwara has recognized that the Kalumbila project and indeed the licence area in general, has potential well in excess of our current resource capability.
This transaction with First Quantum puts the project into a management team with a proven track record to implement major projects on time and to specification. The Board therefore has no hesitation in recommending this transaction consisting of cash and shares with the knowledge that best industry practice will be applied throughout.
First Quantum Minerals Ltd. 08-08
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The directors and management of Kiwara wish First Quantum all the success in their ongoing development of what has the potential to become a very significant mine.”
Mr. Philip Pascall, Chairman and Chief Executive Officer of First Quantum noted, “This transaction is consistent with First Quantum’s strategy of acquiring projects to which we can add value by applying our considerable technical expertise. In addition, we believe our many years of successful operations in the Copperbelt and Zambia in particular will be beneficial in the development and eventual operation of the new assets.”
About the Transaction
The Offer will be implemented by way of a scheme of arrangement (the “Scheme") in accordance with Part 26 of the UK Companies Act of 2006, as amended, to be proposed by Kiwara between Kiwara and its shareholders ("Scheme Members").
A circular containing the terms of the Offer is expected to be posted to the Kiwara shareholders by December 18 2009. The meeting of Scheme Members to approve the Scheme is expected to be held on January 11, 2010 and the general meeting of Kiwara shareholders to approve and implement the Scheme and approve such other matters necessary or desirable for the purposes of implementing the Scheme is expected to be held on January 11, 2010. The High Court of England and Wales hearing to sanction the Scheme is expected be held on January 28, 2010 and subject to the satisfaction or waiver of the conditions to the Scheme becoming effective, the Scheme is expected to become effective by January 29, 2010.
The Scheme contains customary non-solicitation provisions and the agreement that a compensation fee of GBP1.7 million will be payable by Kiwara to First Quantum if the Offer does not proceed for reasons relating to Kiwara and a compensation fee of GBP2.0 million will be payable by First Quantum to Kiwara if the Offer does not proceed for reasons relating to First Quantum.
Details regarding these and other terms of the transaction are set out in the circular, which once posted to shareholders, will also be available on Kiwara’s website at www.kiwara.co.uk. All shareholders are urged to read the circular once it becomes available as it will contain additional important information concerning the transaction.
Kiwara’s advisors in connection with the transaction are:
Financial adviser: FinnCap
Nominated adviser: FinnCap
Legal adviser in the UK: Fasken Martineau LLP
Legal adviser in South Africa: Eversheds
JSE Sponsor: Sasfin Capital
Independent expert Moore Stephens
First Quantum’s advisors in connection with the transaction are:
Legal adviser in the UK: McCarthy Tetrault
Legal adviser in Canada: McCarthy Tetrault
About Kiwara
Kiwara is a mineral exploration and development company, focusing on base metals in Zambia. The company’s asset is a controlling interest in mineral prospecting licences (the “Licence Area”) on the periphery of the Kabombo Dome in North Western Province, Zambia. Kiwara has a market capitalization of approximately GBP105.4 million based on the closing price of GBP0.53 per Kiwara share on AIM on November 20, 2009.
The Licence Area includes the Kalumbila Copper deposit. On October 21, 2009, Kiwara announced the first results of its in-fill drill program at Kalumbila. The program is part of a study by Snowden Mining Consultancy
First Quantum Minerals Ltd. 08-08
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to advise on a pre-feasibility study at Kalumbila. The initial focus of the study is to establish an indicated resource on the open-pittable mineralization identified by drill results to date.
Also contained in the Licence Area are the Kawako Nickel prospect and the Kawanga Uranium prospect. Preliminary drilling carried out to date suggests that both prospects have significant upside potential.

[bingogo]

rapidement, ca fait environ 130 M $ à sortir en cash pour FQM...

au plus FQM devra sortir du cash, au plus FQM devra puiser dans les filiales

[bingogo]

et ne pas oublier que FQM a lancé une OPA sur Ravensthorpe pour une somme comprise entre 300 et 500 M$...mais il y a des concurrents et FQM a un emprunt obligataire pour l'aider à réaliser des acquisitions

[bingogo]

ca va etre bcp plkus cher que prévu

faut espérer que FQM emporte le morceau :-)


BHP hoping to sell Ravensthorpe by year-end - Source

Sources say up to four parties are expected to submit bids for the Australian nickel project that has cost BHP around $2bn already
Author: James Regan and Denny Thomas (Reuters)
Posted: Monday , 23 Nov 2009

SYDNEY (Reuters) -

BHP Billiton (BHP.AX) is on the verge of selling its Ravensthorpe nickel mine in Australia, ending a disastrous $2 billion foray into specialty nickel mining.

But who would want to buy one of BHP's costliest mistakes at a time when analysts forecast the world needs less, not more nickel? More parties than you think.

At least a half-dozen groups have kicked the tires around Ravensthorpe since it closed in January at the peak of the global commodities bust, with three serious contenders -- Canada's First Quantum Minerals (FM.TO), Australia's Minara Resources (MRE.AX) and Metallurgical Corp of China (MCC) (601618.SS)(1618.HK) -- emerging before the November 25 deadline for binding offers.

Ravensthorpe appeals on several levels to its suitors. Quantum is anxious to add nickel to its copper-weighted portfolio and Minara and Chinese state-funded MCC are banking on an eventual recovery in nickel prices.

A source with direct knowledge told Reuters on Friday that up to four parties are expected to submit bids.

"The company is anxious to have a resolution by the end of the year, one way or the other," added the source, who did not want to be identified because sale discussions were confidential.

A sale could yield BHP $850 million-$1 billion, according to several banking sources with knowledge of the sale process, while others put the figure at no more than $500 million.

"BHP has indicated it's not going to just give Ravensthorpe away, but it doesn't expect to get its full $2 billion out of it either," one of the sources said.

Bank of America Merrill Lynch is advising BHP.

Other less-likely buyers showing interest include one of Australia's richest men, mining magnate Clive Palmer, and Minmetals of Australia, both aggressively acquiring resource assets that need fixing up since commodities markets started rebounding mid-year.

Nickel, used mainly for stainless steel, is a long way off its 2007 peaks near $52,000 a tonne and sells for about $17,000 a tonne currently versus the $11,000 when Ravensthorpe closed on January 21.

Forecasts for consumption and prices down the road are mixed.

Some analysts have said prices will face more pressure in the coming months as inventories head for historical highs.

However, research group Antaike says real consumption may be better than expected, and could rise 39.7 percent in world No.1 stainless steel producer China this year.

"Nickel miners have reason be a little more optimistic, though they are not out of the woods yet," said Australia & New Zealand Bank commodities strategist Mark Pervan.

BHP SILENT

BHP itself has been silent on the sale process other than to say this week it was proceeding.

First Quantum, weighted toward copper mining in Africa, has told shareholders a goal this year was to diversify geographically and across commodities. Speculation swirled it was a possible buyer within days of Ravensthorpe shutting.

"First Quantum's got more than $800 million on hand and a nice cash flow from copper coming in and could easily snap up Ravensthorpe," said a banking source in Perth, where the potential buyers have been poring over Ravensthorpe's data.

Company executives could not be reached for comment.

First Quantum owns 80% of the Kansanshi copper-gold mine and all of the Fishtie and Bwana Mkubwa copper projects in Zambia among other mining assets. Its only Australian interest is a 16.32 percent stake in Equinox Minerals Ltd EQ.TO(EQN.AX), which operates Zambia's Lumwana copper mine.

Minara, Australia's only nickel miner employing similar extraction methods tried at Ravensthorpe, said on November 2 it was looking at funding options for Ravensthorpe.

MCC has also expressed interest, sources said.

The Chinese state-funded group is developing a nickel mine in neighboring Papua New Guinea at a cost of $1.7 billion, saying it has ready buyers waiting in China.

Palmer, who has employed Macquarie Bank and UBS to prepare a listing in Hong Kong for a suite of iron ore, coal and energy assets, said on Friday he was not interested in acquiring Ravensthorpe in its "present form," citing a desire for higher grade ores than Ravensthorpe is capable of delivering and costs of more than $100 million to tie it into Yabulu, another BHP nickel operation he bought earlier.

Andrew Michelmore, managing director of the Australian arm of Minmetals of China, this month would not rule out bidding for Ravensthorpe but warned the world was littered with failed laterite nickel projects.

China's Minmetals this year paid $1.4 billion for most of the assets of Oz Minerals Ltd (OZL.AX), including a nickel mine mothballed in the Australian state of Tasmania.

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LONDON, Nov 23 (Reuters) - First Quantum Minerals Ltd a accepté d'acheter Kiwara Plc en espèces et en actions traiter une valeur de 260 millions de dollars pour étendre ses opérations d'extraction du cuivre en Zambie, les entreprises ont déclaré lundi.

Part à Londres en Kiwara, qui possède le projet Kalumbila cuivre en Zambie, a bondi 22,6 pour cent à 65 pence après l'accord conclu a été annoncée. Les actions avaient presque triplé jusqu'à présent cette année avant de nouvelles de lundi que les prix du cuivre récupéré.

Part à Londres en First Quantum, qui se concentre sur l'extraction de cuivre en Afrique, n'avait pas négocié par 0845 GMT.

"Compte tenu de la FQM a un palmarès inégalé dans le développement et a sa mine de phare qu'il a élaboré à proximité - nous pensons que le marché de mai leur donner le bénéfice du doute", Liberum Capital a déclaré dans une note.

First Quantum, cotée à Toronto et à Londres, a déclaré qu'il avait reçu des engagements de la part des actionnaires représentant 76 pour cent des actions Kiwara d'accepter l'offre, qui a également été recommandée par le conseil Kiwara's.

«Nous croyons que nos nombreuses années d'opérations réussies dans la Copperbelt, et en Zambie en particulier, sera bénéfique dans le développement et l'éventuelle exploitation des nouveaux actifs," First Quantum chef de la direction Philip Pascall dit.

Selon l'accord, les actionnaires recevront 0,0085 Kiwara premières actions quantique et 37,5 pence pour chaque action Kiwara lieu.

La valeur implicite par action Kiwara est de 75 pence, une prime de 41,5 pour cent au cours de clôture de Kiwara vendredi.

"Kiwara a reconnu que le projet Kalumbila et même la zone de permis en général, possède un potentiel largement supérieur à notre capacité actuelle des ressources", Kiwara président Colin Bird dit.

Kiwara est également cotée à Johannesburg. (Reporting by Eric Onstad; editing by Simon Jessop) ((eric.onstad @ thomsonreuters.com; +44 20 7542 7093; Reuters Messaging: eric.onstad.reuters.com @ reuters.net))

© Thomson Reuters 2009 Tous droits réservés

[Le Niçois]

Bon . Bien .

C'est positif pour les ptits que nous sommes

[LesCrozes]

Vancouver miner expands Zambian properties with U.K. acquisition
Tuesday, 24 November 2009

Vancouver-headquartered First Quantum Minerals Ltd. (TSX:FM) plans to acquire U.K.-based Kiwara plc for approximately US$260.2 million.

First Quantum will gain Kiwara's three main projects in Zambia: the Kalumbila cobalt-nickel-copper project, the Kawanga uranium project and the Kawako nickel project, all in northwestern Zambia.

First Quantum has six projects in Africa, including the Kansanshi open-pit copper-gold mine in northwestern Zambia. Employing approximately 2,500 people, Kansanshi produced 61,296 tonnes of copper and 25,350 ounces of gold in the third quarter ending September 30, 2009. Total sales from the mine, which is the company's main producer, rose to US$391.3 million from US$358.8 million in the period.

As part of the deal, Kiwara shareholders will receive 0.0085 First Quantum shares and $0.663 for each Kiwara share, giving a total value of approximately $1.326 per Kiwara share.

The deal represents a 41.5% premium to Kiwara's closing price on the AIM market on November 20 and a 35.5% premium to the volume-weighted average trading price for the past 20 trading days.

Approximately 76% of the issued shares held by Kiwara's major shareholders and directors have already voted in favour of the deal, which is expected to close by the end of January 2010.

First Quantum's share rose more than 6% to $80.11 by close of trading Monday following the announcement of the deal.

First Quantum's share price during the past week: between $75 and $75.94; 52-week high: $79.40; 52-week low: $12.75.