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First Quantum Minerals completes US$260.2 million acquisition of Kiwara PLC

Date Closed

January 29, 2010

Lead Office

London, UK

Value

260.20 Million USD

On January 29, 2010, First Quantum Minerals acquired the entire issued share capital of Kiwara Plc (the “Acqusition”) by way of a scheme of arrangement in accordance with Part 26 of the UK Companies Act of 2006, as amended (the “Scheme”).  Pursuant to the Scheme, each shareholder of Kiwara (except shareholders of Kiwara on the South African sub-register (the “SA Register”)) received 0.0085 of a new common share of First Quantum (“New First Quantum Share”) and 37.5 pence for every ordinary share of Kiwara (the “Kiwara Shares”).  In accordance with a ruling by the exchange control department of the South African Reserve Bank, the shareholders on the SA Register received 37.5 pence for every Kiwara Share they held and the cash proceeds from the sale of the New First Quantum Shares they were entitled to receive under the Scheme. An information circular outlining the Scheme was mailed on December 18, 2009 to all of the Kiwara shareholders. In addition, First Quantum made proposals  (the "Proposals") to each optionholder, warrantholder and participant of the Kiwara share appreciation rights scheme. The total consideration paid by First Quantum to the Kiwara shareholders pursuant to the Scheme and to optionholders, warrantholders and participants pursuant to the Proposals was 1,864,960 common shares of First Quantum and £75,451,154.02. 

McCarthy Tétrault LLP represented First Quantum Minerals, with a team led by Robert Brant

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