VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 6, 2012) - First Quantum Minerals Ltd. ("First Quantum" or the "Company") (TSX:FM)(LSE:FQM) today announced that it has acquired ownership of an aggregate of 15,000,000 common shares ("Common Shares") in the capital of Empire Mining Corporation ("Empire") by way of a private placement (the "Private Placement") undertaken in reliance upon the minimum amount exemption available under applicable Canadian securities laws.
The Private Placement was completed at a price of C$0.10 per Common Share, for a total purchase price of $1,500,000. As a result of the Private Placement, First Quantum has ownership of an aggregate of 15,000,000 Common Shares, representing 19.2% of the 78,134,977 Common Shares outstanding immediately following completion of the Private Placement. For purposes of calculating the percentage of Common Shares owned by First Quantum, First Quantum has assumed that there were 63,134,977 Common Shares outstanding prior to completion of the Private Placement, as disclosed by Empire in a binding letter agreement with First Quantum entered into on August 17, 2012 (the "Letter Agreement").
First Quantum acquired ownership of the Common Shares that are the subject of this press release for investment purposes. First Quantum intends to review its investments in Empire on a continuing basis. Depending on various factors including, without limitation, Empire's financial position, the price levels of the Common Shares, conditions in the securities market, general economic and industry conditions, First Quantum's business or financial condition and other factors and conditions that First Quantum may deem relevant, First Quantum may in the future take such actions with respect to its investment in Empire as First Quantum deems appropriate including, without limitation, making proposals to Empire concerning changes to the capitalization, board of directors, ownership structure or operations of Empire, acquiring Common Shares or selling or otherwise disposing of some or all of the Common Shares held by First Quantum. In addition, First Quantum may formulate other purposes, plans or proposals regarding Empire or any of Empire'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.
Pursuant to the Letter Agreement, provided that First Quantum holds 10% or more of 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 Empire. Notwithstanding the foregoing, First Quantum will maintain its right to purchase additional Common Shares to maintain its pro rata equity ownership if it holds less than 10% of the Common Shares as a consequence of: (i) a violation of this pre-emptive right; or (ii) the exercise of convertible securities of Empire.
Neither the issuance of this news release in connection with the matters disclosed herein nor the filing by First Quantum 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.
First Quantum'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.
8th Floor, 543 Granville Street
Vancouver, British Columbia
On Behalf of the Board of Directors of First Quantum Minerals Ltd.
G. Clive Newall, President
Certain 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, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Ontario Securities Commissions, the Autorité des marchés financiers in Quebec, the United States Securities and Exchange Commission and the London Stock Exchange.
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