Congo Resources

[FL]

Adastra bid amendment, extension from First Quantum

2006-03-24 19:40 ET - Takeover Bid

Also Takeover Bid (C-FM) First Quantum Minerals Ltd

TSX bulletin 2006-0341

Further to the Toronto Stock Exchange bulletin 2006-0206 dated Feb. 28, 2006, the offer by First Quantum Minerals Ltd. to purchase all of the outstanding common shares of Adastra Minerals Inc. has been amended pursuant to a notice of variation and extension dated March 21, 2006, as previously varied and extended by notice of variation and extension dated March 10, 2006, as follows:

1. the expiry of the offer has been extended until 5 p.m. (Toronto time) on March 31, 2006, unless further extended or withdrawn; and
2. the consideration being offered has been amended to:
1. $2.65 in cash per common share of the company; or
2. one common share of the offeror for every 14.76 common shares of the company, subject in each case, to pro ration based upon the maximum amount of cash and shares of the offeror offered, in accordance with the terms of the notice. The maximum amount of cash payable by the offeror pursuant to the offer shall not exceed 42 cents multiplied by the number of outstanding shares of the company on a fully diluted basis on the date of the offer. Based on the number of outstanding shares of the company on a fully diluted basis on Jan. 31, 2006, the maximum amount of cash payable will be approximately $36.3-million. The maximum number of the shares of the offeror issuable by the offeror pursuant to the offer shall not exceed 0.057 multiplied by the number of outstanding shares of the company on a fully diluted basis on the date of the offer. Based on the number of shares of the company outstanding on a fully diluted basis on Jan. 31, 2006, the maximum number of shares of the offeror issuable by the offeror pursuant to the offer shall not exceed 4,927,733 share of the offeror; and
3. the offeror has amended the original offer by reducing the number of Adastra shares that must be deposited under, and not withdrawn from, the offer as a condition of the offeror's obligation to take up, purchase and pay for any Adastra shares deposited under the offer from 66-2/3 per cent of the Adastra shares outstanding (on a fully diluted basis) to 50.1 per cent of the Adastra shares outstanding (on a fully diluted basis).