On December 16, 2010, First Quantum Minerals Ltd. (TSX: FM; LSE: FQM), Antares Minerals Inc. (TSX VENTURE: ANM) and Regulus Resources Inc. (TSX VENTURE: REG) announced the closing of the previously announced plan of arrangement, pursuant to which a wholly owned subsidiary of First Quantum acquired all of the outstanding securities of Antares. Under the arrangement, each common share of Antares was exchanged for, at the election of the holder thereof, (i) 0.07619 of a common share of First Quantum (the “Share Consideration”) or (ii) a cash payment in the amount of $6.35 (the “Cash Consideration”), or a combination of both the Share Consideration and the Cash Consideration.
The arrangement was carried out pursuant to the provisions of the Business Corporations Act (Alberta) and was approved by the Court of Queen's Bench of Alberta and the affirmative vote of 100 per cent of Antares's securityholders at a special meeting of shareholders held on December 10, 2010.
Pursuant to the arrangement, First Quantum, through its wholly owned subsidiary, acquired all 72,364,467 issued and outstanding common shares of Antares for aggregate Cash Consideration of approximately $2.6 million and aggregate Share Consideration of 5,481,963 common shares of First Quantum for approximate total consideration of $600 million. As part of the transaction, Antares's 50 per cent interest in the Rio Grande project located in Salta Province, northwestern Argentina, was spun out into Regulus, together with $5 million in cash. Antares securityholders effectively received 0.4505 of a Regulus share for each of their Antares securities. Regulus is owned 90.1 per cent by former Antares shareholders in aggregate and 9.9 per cent by First Quantum.
First Quantum, based in Canada, is a mining and metals company engaged in mineral exploration, development and mining having assets in Zambia, Mauritania, Australia and Finland. First Quantum produces LME grade “A” copper cathode, copper in concentrate, gold and sulphuric acid. Antares, also based in Canada, is a mineral exploration company whose principal asset is the 100 per cent owned Haquira project, a copper-gold mining project located in southern Peru adjacent to Xstrata Copper's Las Bambas copper-gold project.
Fasken Martineau DuMoulin LLP was legal advisor to First Quantum with a team that included John Turner, Daniel Batista, Krisztián Tóth, Amanda Fullerton, Jeff Hergott, Francesco Tallarico, Susan Newell and Kelly McTavish (corporate); Christopher Steeves and Anna Dayan (tax) and Huy Do (regulatory).
Burnet, Duckworth & Palmer LLP was legal advisor to Antares with a team that included Grant MacKenzie, William Maslechko, Jacob Hoeppner and Jessica Strocen (securities); David Ross and Kirk Lamb (tax); Mark Houston (commercial); Bob Graham and Gina Ross (employment) and Jeff Sharpe (litigation).