Press release from Marketwire
First Quantum Acquires 19.99% Ownership Stake in Zincore Metals Inc.
Friday, May 11, 2012
First Quantum Acquires 19.99% Ownership Stake in Zincore Metals Inc.17:00 EDT Friday, May 11, 2012VANCOUVER, 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 3N9On Behalf of the Board of Directors of First Quantum Minerals Ltd.G. Clive Newall, President12g3-2b-82-4461Listed in Standard and Poor'sCertain 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.FOR FURTHER INFORMATION PLEASE CONTACT: Sharon LoungFirst Quantum Minerals Ltd. - North American ContactDirector, Investor Relations(647) 346-3934 or Toll Free: 1 (888) 688-6577(604) 688-3818 (FAX)firstname.lastname@example.orgORClive NewallFirst Quantum Minerals Ltd. - United Kingdom ContactPresident+44 140 327 3484+44 140 327 3494 (FAX)email@example.comORBrian Cattell/James DevasMaitland - United Kingdom Contact+44 207 379 5151+44 20 7379 6161 (FAX)firstname.lastname@example.org@maitland.co.uk