First Quantum Minerals Ltd. and Lumina Copper Corp. today completed the previously announced plan of arrangement under the Business Corporations Act (British Columbia) whereby First Quantum acquired all of the issued and outstanding securities of Lumina.
Under the terms of the Arrangement, former Lumina securityholders who elected the full proration option received $5.00 in cash and 0.2174 of a First Quantum common share in respect of each of their Lumina common shares. Former Lumina securityholders who elected the First Quantum share option received approximately 0.2724 First Quantum common shares and approximately $3.74 in cash for each of their Lumina common shares. Former Lumina shareholders who elected the cash option received $10.00 in cash for each of their Lumina common shares.
Pursuant to the Arrangement, First Quantum acquired 42,924,001 common shares of Lumina representing 94.5% of the issued and outstanding common shares of Lumina, being all of the common shares of Lumina not owned by First Quantum prior to the Arrangement.
Following the Arrangement, First Quantum owns and controls 100% of the issued and outstanding common shares of Lumina. All outstanding options of Lumina were cancelled pursuant to the Arrangement.
The First Quantum shares issued pursuant to the Arrangement have been conditionally approved for listing on the Toronto Stock Exchange, subject to receipt by the Toronto Stock Exchange of certain standard documentation required by it in connection with the completion of the Arrangement, and shall be admitted to the standard segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities under the ticker "FQM" on August 20, 2014.
Commenting on the Arrangement, Mr. Ross Beaty, Lumina's founder and largest shareholder said, "While I am sad that this is the last of our six Lumina Group companies to be sold, thus ending a tremendous story of wealth creation, I am really pleased that First Quantum has successfully acquired our Taca Taca deposit through this transaction. First Quantum is a fine company with an amazing management team, and I look forward to them developing Taca Taca for the benefit of Argentina and all First Quantum shareholders - including those Lumina Copper shareholders who retain First Quantum shares, as I am doing."
Mr. Philip Pascall, Chairman and Chief Executive Officer of First Quantum said, "We are delighted with the completion of our acquisition of Lumina and the overwhelming support by Lumina shareholders. Taca Taca is a world-class asset which will significantly add to First Quantum's development pipeline and is at the ideal stage for us to apply our development expertise and experience to maximize its full potential and value. We will now begin to gather the additional data required in order to assess the most value-enhancing and efficient timing for Taca Taca's development."
As the Arrangement has now completed, the Lumina common shares will be de-listed from the TSX Venture Exchange effective as of the close of business on August 21 2014. In addition, Lumina will begin the process of applying to cease to be a reporting issuer or the equivalent in the relevant Canadian jurisdictions.