FQVLF / First Quantum Minerals Ltd. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

ANNUAL INFORMATION FORM AS AT DECEMBER 31, 2012 (unless otherwise noted) DATED: MARCH 28, 2013 TABLE OF CONTENTS DATE, CURRENCY AND OTHER INFORMATION 3 CAUTION WITH RESPECT TO FORWARD-LOOKING STATEMENTS AND INFORMATION 3 CORPORATE STRUCTURE 4 NAME AN

EX-3.14 Exhibit 3.14 ANNUAL INFORMATION FORM AS AT DECEMBER 31, 2012 (unless otherwise noted) DATED: MARCH 28, 2013 TABLE OF CONTENTS DATE, CURRENCY AND OTHER INFORMATION 3 CAUTION WITH RESPECT TO FORWARD-LOOKING STATEMENTS AND INFORMATION 3 CORPORATE STRUCTURE 4 NAME AND INCORPORATION 4 INTERCORPORATE RELATIONSHIPS 5 INVESTMENTS 7 Carlisa Investments Corp. 7 Regulus Resources Inc. 7 Columbus Copp

FORM 51-102F3 MATERIAL CHANGE REPORT

EX-3.13 Exhibit 3.13 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 – Name and Address of Company: First Quantum Minerals Ltd. 8th Floor - 543 Granville Street Vancouver, BC V6C 1X8 Item 2 – Date of Material Change: March 22, 2013 Item 3 – News Release: The news release attached hereto as Schedule “A” was disseminated over Marketwire on March 22, 2013. Item 4 – Summary of Material Change: First Quant

- F-80/A

F-80/A 1 d517236df80a.htm F-80/A As filed with the Securities and Exchange Commission on April 5, 2013 Registration No. 333-185937 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST QUANTUM MINERALS LTD. (Exact Name of Registrant as specified in its charter) British Columbia, Canada 1000

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

- F-80/A

F-80/A As filed with the Securities and Exchange Commission on March 22, 2013 Registration No.

Management’s Discussion and Analysis

EX-3.12 3 d500596dex312.htm EX-3.12 Exhibit 3.12 Management’s Discussion and Analysis For the year ended December 31, 2012 This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements of First Quantum Minerals Ltd. (“First Quantum” or “the Company”) for the year ended December 31, 2012. The Company’s results have been prepared

- F-80/A

As filed with the Securities and Exchange Commission on March 12, 2013 Registration No.

Note

EX-3.11 Exhibit 3.11 First Quantum Minerals Ltd. Consolidated Financial Statements December 31, 2012 and 2011 (In U.S. dollars, tabular amounts in millions, except where indicated) Management’s Responsibility for Financial Reporting The consolidated financial statements of First Quantum Minerals Ltd. and the information contained in the annual report have been prepared by and are the responsibilit

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

- F-80/A

As filed with the Securities and Exchange Commission on February 27, 2013 Registration No.

Merger Prospectus - 425

Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

- F-80/A

F-80/A As filed with the Securities and Exchange Commission on February 8, 2013 Registration No.

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

Merger Prospectus - 425

Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

- F-80

F-80 1 d461556df80.htm F-80 Table of Contents As filed with the Securities and Exchange Commission on January 9, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST QUANTUM MINERALS LTD. (Exact Name of Registrant as specified in its charter) British Columbia, Canada 1000 N/A (Prov

ANNUAL INFORMATION FORM AS AT DECEMBER 31, 2011 (unless otherwise noted) DATED: MARCH 31, 2012 TABLE OF CONTENTS DATE, CURRENCY AND OTHER INFORMATION 3 CAUTION WITH RESPECT TO FORWARD-LOOKING STATEMENTS AND INFORMATION 3 CORPORATE STRUCTURE 4 NAME AN

ANNUAL INFORMATION FORM 03/31/12 Exhibit 3.5 ANNUAL INFORMATION FORM AS AT DECEMBER 31, 2011 (unless otherwise noted) DATED: MARCH 31, 2012 TABLE OF CONTENTS DATE, CURRENCY AND OTHER INFORMATION 3 CAUTION WITH RESPECT TO FORWARD-LOOKING STATEMENTS AND INFORMATION 3 CORPORATE STRUCTURE 4 NAME AND INCORPORATION 4 INTERCORPORATE RELATIONSHIPS 5 INVESTMENTS 6 Carlisa Investments Corp. 6 Regulus Resour

FIRST QUANTUM MINERALS LTD. FORM 51-102F3 MATERIAL CHANGE REPORT

EX-3.4 5 d461556dex34.htm MATERIAL CHANGE REPORT 03/12/12 Exhibit 3.4 FIRST QUANTUM MINERALS LTD. FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. (“First Quantum”) 8th Floor - 543 Granville Street Vancouver, BC V6C 1X8 Item 2 Date of Material Change March 2, 2012 Item 3 News Release A news release was issued on March 2, 2012 and was disseminated

FORM 51-102F3 MATERIAL CHANGE REPORT

EX-3.10 11 d461556dex310.htm MATERIAL CHANGE REPORT 12/19/12 Exhibit 3.10 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 – Name and Address of Company: First Quantum Minerals Ltd. 8th Floor—543 Granville Street Vancouver, BC V6C 1X8 Item 2 – Date of Material Change: December 16, 2012 Item 3 – News Release: The news release attached hereto as Schedule “A” was disseminated over Marketwire on December 1

2

EX-3.8 9 d461556dex38.htm COMPARATIVE UNAUDITED CONS FIN STATEMENTS Exhibit 3.8 First Quantum Minerals Ltd. Consolidated Financial Statements Third Quarter – September 30, 2012 (unaudited) (In U.S. dollars, tabular amounts in millions, except where indicated) First Quantum Minerals Ltd. Consolidated Statements of Earnings (unaudited) (expressed in millions of U.S. dollars, except where indicated a

3

EX-3.2 3 d461556dex32.htm AUDITED ANN CONS FIN STATEMENTS Exhibit 3.2 First Quantum Minerals Ltd. Consolidated Financial Statements December 31, 2011, December 31, 2010 and January 1, 2010 (In U.S. dollars, tabular amounts in millions, except where indicated) Management’s Responsibility for Financial Reporting The consolidated financial statements of First Quantum Minerals Ltd. and the information

FORM 51-102F3 MATERIAL CHANGE REPORT

MATERIAL CHANGE REPORT 09/27/12 Exhibit 3.7 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor – 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 -688 – 6577 Item 2 Date of Material Change September 27, 2012. Item 3 News Release The news release was disseminated on September 27, 2012 through Marketwire

AUDITOR’S CONSENT

EX-4.1 12 d461556dex41.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 4.1 AUDITOR’S CONSENT We hereby consent to the use in this Registration Statement on Form F-80 of First Quantum Minerals Ltd. of our report dated March 6, 2012 relating to the financial statements of First Quantum Minerals Ltd., which comprise the consolidated balance sheets as at December 31, 2011, December 31, 2010 and Janu

Pre- commercial production

MD&A THREE/NINE MONTH PERIOD 09/30/12 Exhibit 3.9 Management’s Discussion and Analysis Third Quarter ended September 30, 2012 For further information on First Quantum Minerals Ltd. (“First Quantum” or the “Company”), reference should be made to its public filings (including its most recently filed AIF) which are available on SEDAR at www.sedar.com. Information is also available on the Company’s we

- F-X

F-X UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (“Filer”): First Quantum Minerals Ltd. B. (1) This is (check one): x An original filing for the Filer. ¨ An amended filing for the Filer. (2) Check the following box if you are filing the Form F-X in paper in accordance

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file no.

2011 Management’s Discussion and Analysis 4

MD&A YR ENDED 12/31/11 Exhibit 3.3 Management’s Discussion and Analysis For the year ended December 31, 2011 This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements of First Quantum Minerals Ltd. (“First Quantum” or “the Company”) for the year ended December 31, 2011. The Company’s results have been prepared in accordance

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file number: 333-185937 January 9, 2013 Dear Inmet shareholder, First Quantum has a very clear vision for the future of a combined First Quantum/Inmet and the benefits it will bring to all shareholders of the enlarged group.

MANAGEMENT INFORMATION CIRCULAR (Containing information as at April 5th, 2012 (unless otherwise noted))

EX-3.6 7 d461556dex36.htm MANAGEMENT INFO CIRC 04/05/12 Exhibit 3.6 MANAGEMENT INFORMATION CIRCULAR (Containing information as at April 5th, 2012 (unless otherwise noted)) SOLICITATION OF PROXIES This information circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of First Quantum Minerals Ltd. (the “Company”) for use at the annual meeting of sha

FIRST QUANTUM MINERALS LTD. FORM 51-102F3 MATERIAL CHANGE REPORT • Frontier SPRL (the former owner/operator of the Frontier Mine); • Compagnie Minière de Sakania SPRL (the former owner/operator of the Lonshi Mine); and • Roan Prospecting & Mining SPR

EX-3.1 2 d461556dex31.htm MATERIAL CHANGE REPORT 01/13/12 Exhibit 3.1 FIRST QUANTUM MINERALS LTD. FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. (“First Quantum”) 8th Floor - 543 Granville Street Vancouver, BC V6C 1X8 Item 2 Date of Material Change January 5, 2012 Item 3 News Release A news release was issued on January 5, 2012 and was dissemina

Merger Prospectus - 425

Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file number: N/A NEWS RELEASE 12-30 December 16, 2012 www.

Merger Prospectus - 425

425 Filed by First Quantum Minerals Limited pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Inmet Mining Corporation Commission file number: N/A FIRST QUANTUM MINERALS LTD.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4)* Fir

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 4)* First Quantum Minerals Ltd (Name of Issuer) Common Stock (Title of Class of Securities) 335934105 (CUSIP Number) 31 DECEMBER 2007 (Date of Event Which Re

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)* Fir

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)* First Quantum Minerals, Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 335934105 (CUSIP Number) 31 DECEMBER 2006 (Date of Event Which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* First Quantum Minerals, Ltd. (Name of Issuer) Common Stock (Title of Class Securities) 335934105 (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* First Quantum Minerals, Ltd. (Name of Issuer) Common Stock (Title of Class Securities) 335934105 (CUSIP Number) September 21, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

FORM 51-102F3 Material Change Report SCHEDULE “A” NEWS RELEASE SHAREHOLDERS MAY ELECT TO RECEIVE FIRST QUANTUM SHARES VALUED AT $3.40 OR $2.92 PER SHARE IN CASH About First Quantum Minerals ENDS

EX-3.21 2 quantumex32112814.htm MATERIAL CHANGE REPORT DATED APRIL 11, 2006 Exhibit 3.21 FORM 51-102F3 Material Change Report Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor, 543 Granville Street Vancouver, British Columbia Canada V6C 1X8 Item 2 Date of Material Change April 11, 2006 Item 3 News Release A news release was issued on April 11, 2006 and was disseminated via C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALCULATION OF REGISTRATION FEE PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS ITEM 1. HO

F-80 1 quantumf8016395.htm FORM F-80 As filed with the Securities and Exchange Commission on May 3, 2006 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST QUANTUM MINERALS LTD. (Exact Name of Registrants as specified in its charter) British Columbia, Canada N/A N/A (Province or other

NOTICE OF VARIATION AND EXTENSION by FIRST QUANTUM MINERALS LTD. of its OFFER TO PURCHASE all of the outstanding common shares of ADASTRA MINERALS INC. on the revised basis of, at the election of each holder, (a) Cdn.$2.92 in cash per common share of

Exhibit 1.1 This document is important and requires your immediate attention. If you have any questions as to how to deal with it, you should consult your investment dealer, broker, bank manager, lawyer or other professional advisor. If you are a resident of the United Kingdom and you have any doubt about the Offer or what action you should take, you should immediately consult your stockbroker, ba

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS Chartered Accountants

Exhibit 4.1 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS We hereby consent to the incorporation by reference in the registration statement on Form F 80 (the ?Registration Statement?) of First Quantum Minerals Ltd. (the ?Company?), of our auditors? report dated February 24, 2006, on the consolidated balance sheets of the Company as at December 31, 2005 and December 31, 2004 and the consolidated sta

FORM 51-102F3 Material Change Report SCHEDULE “A” NEWS RELEASE SHAREHOLDERS MAY ELECT TO RECEIVE FIRST QUANTUM SHARES VALUED AT $3.40 OR $2.92 PER SHARE IN CASH About First Quantum Minerals ENDS

EX-3.21 41 quantumex32116395.htm MATERIAL CHANGE REPORT DATED APRIL 11, 2006 Exhibit 3.21 FORM 51-102F3 Material Change Report Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor, 543 Granville Street Vancouver, British Columbia Canada V6C 1X8 Item 2 Date of Material Change April 11, 2006 Item 3 News Release A news release was issued on April 11, 2006 and was disseminated via

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Andrew Hancharyk, Esq. General Counsel 543 Granville Street, 8th Floor,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ADASTRA MINERALS INC. (Name of Subject Company) Yukon Territory, Canada (Jurisdiction of Subject Company’s Incorporation or Organization) FIRST QUANTUM MINERALS LTD. (Bidder) Common Shares (Title of Class of Securities) 3

FIRST QUANTUM ACQUIRES ADASTRA About First Quantum Minerals Important Notice

Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 333-131481 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-15 May 1, 2006 www.first-quantum.com FIRST QUANTUM ACQUIRES ADASTRA First Quantum Minerals Ltd. (?First Quantum?, TSX Symbol ?F

FIRST QUANTUM FILES REVISED OFFER FOR ADASTRA MINERALS About First Quantum Minerals Important Notice

Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 333-131481 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-14 April 19, 2006 www.first-quantum.com FIRST QUANTUM FILES REVISED OFFER FOR ADASTRA MINERALS First Quantum Minerals Ltd. (“Fi

[Name]

EX-2.2 5 ex2217757fq.htm LETTER AGREEMENT, DATED APRIL 11, 2006 Exhibit 2.2 April 11, 2006 First Quantum Minerals Ltd. 8th Floor, 543 Granville Street Vancouver, BC V6C 1X8 Attention: Philip K.R. Pascall Dear Sir: This letter will confirm that I have been advised that, subject to my delivering this letter, First Quantum Minerals Ltd. (the “Offeror”) has agreed to enter into a support agreement (th

OPTIONS GRANTED DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR AGGREGATE OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION VALUES

Exhibit 3.20 FIRST QUANTUM MINERALS LTD. 8th Floor, 543 Granville Street Vancouver, B.C. V6C 1X8 MANAGEMENT INFORMATION CIRCULAR (Containing information as at April 7, 2006 (unless otherwise noted)) SOLICITATION OF PROXIES This information circular (the ?Circular?) is furnished in connection with the solicitation of proxies by the management of First Quantum Minerals Ltd. (the ?Company?) for use a

SUPPORT AGREEMENT BETWEEN: ARTICLE 1 INTERPRETATION Section 1.1 Definitions Section 1.2 Construction ARTICLE 2 THE OFFER Section 2.1 The Offer Section 2.2 Fairness Opinion and Company Support for the Offer Section 2.3 Outstanding Stock Options Sectio

EX-2.1 4 fquantumex2193634.htm SUPPORT AGREEMENT, DATED APRIL 11, 2006 Exhibit 2.1 Execution Copy SUPPORT AGREEMENT THIS AGREEMENT made the 11th day of April, 2006 BETWEEN: FIRST QUANTUM MINERALS LTD., a corporation existing under the laws of the Province of British Columbia, (hereinafter called the “Offeror”), – and – ADASTRA MINERALS INC., a corporation existing under the laws of the Yukon Terri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS ITEM 1. HOME JURISDICTI

F-80/A 1 f80fq93634.htm FORM F-80/A As filed with the Securities and Exchange Commission on April 18, 2006 Registration No. 333-131481 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST QUANTUM MINERALS LTD. (Exact Name of Registrants as specified in its charter) British Columbia, Canada

[Name]

EX-2.2 5 ex2293634fq.htm LETTER AGREEMENT, DATED APRIL 11, 2006 Exhibit 2.2 April 11, 2006 First Quantum Minerals Ltd. 8th Floor, 543 Granville Street Vancouver, BC V6C 1X8 Attention: Philip K.R. Pascall Dear Sir: This letter will confirm that I have been advised that, subject to my delivering this letter, First Quantum Minerals Ltd. (the “Offeror”) has agreed to enter into a support agreement (th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F (Amendment No. 4) TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Andrew Hancharyk, Esq. General Counsel 543 Granville

SC14D1F/A 1 fquantumtx17757.htm SCHED 14D1F/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F (Amendment No. 4) TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ADASTRA MINERALS INC. (Name of Subject Company) Yukon Territory, Canada (Jurisdiction of Subject Company’s Incorporation or Organization) FIRST QUANTUM MINER

OPTIONS GRANTED DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR AGGREGATE OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION VALUES

Exhibit 3.20 FIRST QUANTUM MINERALS LTD. 8th Floor, 543 Granville Street Vancouver, B.C. V6C 1X8 MANAGEMENT INFORMATION CIRCULAR (Containing information as at April 7, 2006 (unless otherwise noted)) SOLICITATION OF PROXIES This information circular (the ?Circular?) is furnished in connection with the solicitation of proxies by the management of First Quantum Minerals Ltd. (the ?Company?) for use a

SUPPORT AGREEMENT BETWEEN: ARTICLE 1 INTERPRETATION Section 1.1 Definitions Section 1.2 Construction ARTICLE 2 THE OFFER Section 2.1 The Offer Section 2.2 Fairness Opinion and Company Support for the Offer Section 2.3 Outstanding Stock Options Sectio

Exhibit 2.1 Execution Copy SUPPORT AGREEMENT THIS AGREEMENT made the 11th day of April, 2006 BETWEEN: FIRST QUANTUM MINERALS LTD., a corporation existing under the laws of the Province of British Columbia, (hereinafter called the ?Offeror?), ? and ? ADASTRA MINERALS INC., a corporation existing under the laws of the Yukon Territory, (hereinafter called the ?Company?). WHEREAS the Offeror has made

FIRST QUANTUM AND ADASTRA ANNOUNCE AN AGREED TRANSACTION SHAREHOLDERS MAY ELECT TO RECEIVE FIRST QUANTUM SHARES VALUED AT $3.40 OR $2.92 PER SHARE IN CASH About First Quantum Minerals Important Notice

Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 333-131481 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-13 April 11, 2006 www.first-quantum.com FIRST QUANTUM AND ADASTRA ANNOUNCE AN AGREED TRANSACTION SHAREHOLDERS MAY ELECT TO RECE

ANNUAL INFORMATION FORM AS AT DECEMBER 31, 2005 DATED: MARCH 31, 2006 TABLE OF CONTENTS DATE, CURRENCY AND OTHER INFORMATION CAUTION WITH RESPECT TO FORWARD-LOOKING STATEMENTS AND INFORMATION CORPORATE STRUCTURE Name and Incorporation Intercorporate

EX-3.19 4 quantumex31974520.htm ANNUAL INFORMATION FORM 12/31/05 Exhibit 3.19 8th Floor, 543 Granville Street Vancouver, British Columbia CANADA V6C 1X8 Telephone: (604) 688-6577 Fax: (604) 688-3818 email: [email protected] website: www.first-quantum.com ANNUAL INFORMATION FORM AS AT DECEMBER 31, 2005 DATED: MARCH 31, 2006 - i - TABLE OF CONTENTS DATE, CURRENCY AND OTHER INFORMATION 1 CAUTION WITH RES

ANNUAL INFORMATION FORM AS AT DECEMBER 31, 2005 DATED: MARCH 31, 2006 TABLE OF CONTENTS DATE, CURRENCY AND OTHER INFORMATION CAUTION WITH RESPECT TO FORWARD-LOOKING STATEMENTS AND INFORMATION CORPORATE STRUCTURE Name and Incorporation Intercorporate

EX-3.19 4 quantumex31991180.htm ANNUAL INFORMATION FORM 12/31/05 Exhibit 3.19 8th Floor, 543 Granville Street Vancouver, British Columbia CANADA V6C 1X8 Telephone: (604) 688-6577 Fax: (604) 688-3818 email: [email protected] website: www.first-quantum.com ANNUAL INFORMATION FORM AS AT DECEMBER 31, 2005 DATED: MARCH 31, 2006 - i - TABLE OF CONTENTS DATE, CURRENCY AND OTHER INFORMATION 1 CAUTION WITH RES

FIRST QUANTUM ANNOUNCES EXTENSION OF BID FOR ADASTRA About First Quantum Minerals Important Notice

Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 333-131481 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-12 April 3, 2006 www.first-quantum.com FIRST QUANTUM ANNOUNCES EXTENSION OF BID FOR ADASTRA First Quantum Minerals Ltd. (“First

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS ITEM 1. HOME JURISDICTI

As filed with the Securities and Exchange Commission on April 3, 2006 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F (Amendment No. 3) TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Andrew Hancharyk, Esq. General Counsel 543 Granville

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F (Amendment No. 3) TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ADASTRA MINERALS INC. (Name of Subject Company) Yukon Territory, Canada (Jurisdiction of Subject Company?s Incorporation or Organization) FIRST QUANTUM MINERALS LTD. (Bidder) Common Shares (Title of Clas

FIRST QUANTUM REFUTES ADASTRA MINERALS ASSESSMENT OF ITS OFFER AND ENCOURAGES ADASTRA SHAREHOLDERS TO TENDER TO FIRST QUANTUM’S FINAL OFFER, WHICH EXPIRES ON MARCH 31, 2006 About First Quantum Minerals Important Notice ENDS

425 1 fq42530273.htm FORM 425 PRESS RELEASE DATED MARCH 28, 2006. Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 333-131481 Not for release, publication or distribution in whole or in part in or into Australia or Japan. FIRST QUANTUM REFUTES ADASTRA MINERALS ASSESSMENT OF ITS OFFER AND ENCOURAGES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F (Amendment No. 2) TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Andrew Hancharyk, Esq. General Counsel 543 Granville

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F (Amendment No. 2) TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ADASTRA MINERALS INC. (Name of Subject Company) Yukon Territory, Canada (Jurisdiction of Subject Company’s Incorporation or Organization) FIRST QUANTUM MINERALS LTD. (Bidder) Common Shares (Title of Clas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS ITEM 1. HOME JURISDICTI

As filed with the Securities and Exchange Commission on March 21, 2006 Registration No.

Management Discussion and Analysis and Financial Review for the Fourth Quarter and Twelve Months ended December 31, 2005 Table 2: Annual Other Expenses and Earnings Table 3: Annual Cash Flow Information Table 4: Annual Selected Segmented Operating an

EX-3.18 31 ex318.htm MANAGEMENT'S DISCUSSION AND ANALYSIS EXHIBIT 3.18 Management Discussion and Analysis and Financial Review for the Fourth Quarter and Twelve Months ended December 31, 2005 (expressed in US Dollars) March 9th, 2006 1. Highlights: 2005 and the Fourth Quarter • Record Net Earnings of $152.8 million or $2.48 per share in 2005, an increase of 446% compared with 2004. • Record Net Ea

EXHIBIT 4.9 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS Chartered Accountants

EXHIBIT 4.9 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS We hereby consent to the incorporation by reference in the registration statement on Form F 80 (the ?Registration Statement?) of First Quantum Minerals Ltd. (the ?Company?), as amended on March 21, 2006, of our auditors? report dated February 24, 2006, on the consolidated balance sheets of the Company as at December 31, 2005 and December 31,

EXHIBIT 3.17 First Quantum Minerals Ltd. Management?s Responsibility for Financial Reporting Auditors? Report To the Shareholders of First Quantum Minerals Ltd. Approved by the Board of Directors

EXHIBIT 3.17 First Quantum Minerals Ltd. Consolidated Financial Statements December 31, 2005 and 2004 (expressed in thousands of U.S. dollars, except where indicated) Management?s Responsibility for Financial Reporting The consolidated financial statements of First Quantum Minerals Ltd. and the information contained in the annual report have been prepared by and are the responsibility of the Compa

EXHIBIT 3.17 First Quantum Minerals Ltd. Management’s Responsibility for Financial Reporting Auditors’ Report To the Shareholders of First Quantum Minerals Ltd. Approved by the Board of Directors

EXHIBIT 3.17 First Quantum Minerals Ltd. Consolidated Financial Statements December 31, 2005 and 2004 (expressed in thousands of U.S. dollars, except where indicated) Management?s Responsibility for Financial Reporting The consolidated financial statements of First Quantum Minerals Ltd. and the information contained in the annual report have been prepared by and are the responsibility of the Compa

Management Discussion and Analysis and Financial Review for the Fourth Quarter and Twelve Months ended December 31, 2005 Table 2: Annual Other Expenses and Earnings Table 3: Annual Cash Flow Information Table 4: Annual Selected Segmented Operating an

EXHIBIT 3.18 Management Discussion and Analysis and Financial Review for the Fourth Quarter and Twelve Months ended December 31, 2005 (expressed in US Dollars) March 9th, 2006 1. Highlights: 2005 and the Fourth Quarter ? Record Net Earnings of $152.8 million or $2.48 per share in 2005, an increase of 446% compared with 2004. ? Record Net Earnings of $57.1 million or $0.93 per share in the fourth q

FIRST QUANTUM ANNOUNCES INCREASED FULL AND FINAL OFFER FOR ADASTRA SHAREHOLDERS MAY ELECT TO RECEIVE $2.65 PER SHARE IN CASH OR 1 FIRST QUANTUM SHARE FOR EVERY 14.76 ADASTRA SHARES LOWERS MINIMUM TENDER CONDITION TO 50.1%

Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 333-131481 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-08 March 20, 2006 www.first-quantum.com FIRST QUANTUM ANNOUNCES INCREASED FULL AND FINAL OFFER FOR ADASTRA SHAREHOLDERS MAY ELE

FIRST QUANTUM MINERALS ANNOUNCES EXTENSION OF BID FOR ADASTRA MINERALS About First Quantum Minerals Important Notice ENDS

Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 333-131481 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-06 March 10, 2006 www.first-quantum.com FIRST QUANTUM MINERALS ANNOUNCES EXTENSION OF BID FOR ADASTRA MINERALS First Quantum Mi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F (Amendment No. 1) TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Andrew Hancharyk, Esq. General Counsel 543 Granville

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F (Amendment No. 1) TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ADASTRA MINERALS INC. (Name of Subject Company) Yukon Territory, Canada (Jurisdiction of Subject Company?s Incorporation or Organization) FIRST QUANTUM MINERALS LTD. (Bidder) Common Shares (Title of Clas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS ITEM 1. HOME JURISDICTI

As filed with the Securities and Exchange Commission on March 10, 2006 Registration No.

SOLICITING DEALER INFORMATION MEMORANDUM

Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 333-131481 SOLICITING DEALER INFORMATION MEMORANDUM This memorandum is for the use of the Soliciting Dealer Group members only. This memorandum should be read in conjunction with the Offer and Circular dated February 2, 2006, the Letter of Transmitta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* First Quantum Minerals, Ltd. (Name of Issuer) Common Stock (Title of Class Securities) 335934105 (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* First Quantum Minerals, Ltd. (Name of Issuer) Common Stock (Title of Class Securities) 335934105 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* First Quantum Minerals, Ltd. (Name of Issuer) Common Stock (Title of Class Securities) 335934105 (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* First Quantum Minerals, Ltd. (Name of Issuer) Common Stock (Title of Class Securities) 335934105 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

CERTIFICATE AND CONSENT CERTIFICATE OF QUALIFIED PERSON

Exhibit 4.6 CERTIFICATE AND CONSENT TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Autorit? des march?s financiers (Qu?bec) AND TO: Fasken Martineau DuMoulin LLP RE: Offer to Purchase and Circular of First Quantum Minerals Ltd. I, Anthony R. Cameron, hereby certify that I am a qualified person as described in National Instrument 43-101. I am

CERTIFICATE AND CONSENT CERTIFICATE OF QUALIFIED PERSON

Exhibit 4.3 CERTIFICATE AND CONSENT TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Autorit? des march?s financiers (Qu?bec) AND TO: Fasken Martineau DuMoulin LLP RE: Offer to Purchase and Circular of First Quantum Minerals Ltd. Minerals Ltd. I, Douglas J. Jack, hereby certify that I am a qualified person as described in National Instrument 43

FIRST QUANTUM MINERALS ANNOUNCES SALE OF ANVIL MINING SHARES -US $16 MILLION GAIN TO BE BOOKED IN FIRST QUARTER, 2005-

Exhibit 3.6 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor ? 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 - 688 ? 6577 Item 2 Date of Material Change February 28, 2005. Item 3 News Release The news release was disseminated on March 1, 2005 through Canadian Corporate News and the London Stock Ex

FIRST QUANTUM MINERALS ANNOUNCES SALE OF ANVIL MINING SHARES -US $16 MILLION GAIN TO BE BOOKED IN FIRST QUARTER, 2005-

EX-3.6 31 ex36.htm MATERIAL CHANGE REPORT 03/01/05 Exhibit 3.6 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor – 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 - 688 – 6577 Item 2 Date of Material Change February 28, 2005. Item 3 News Release The news release was disseminated on March 1, 2005 thro

Table 9.1: Pit Design Parameters ? DFS Designs Table 9.3: DFS Mining Sequence Summary (Minproc). Table 9.4: Optimisation Summary ? April 2004 Table 10.4: Production Schedule ? 2005 Forecast

Exhibit 3.14 First Quantum Minerals Ltd Kansanshi Copper Project ZAMBIA Operations Review Pursuant to National Instrument 43 ? 101 of the Canadian Securities Administrators Prepared by: A.R. Cameron Of: A&J Cameron & Associates Email: [email protected] Effective as of February 7th 2005 Kansanshi Technical Report February 2005 CONTENTS 1.0 Title Page 1 2.0 Table of Contents 2 LIST OF FI

The accompanying notes are an integral part of these consolidated financial statements.

Exhibit 3.3 First Quantum Minerals Ltd. Consolidated Financial Statements December 31, 2004 and 2003 (expressed in thousands of U.S. dollars, except where indicated) Management?s Responsibility for Financial Reporting The consolidated financial statements of First Quantum Minerals Ltd. and the information contained in the annual report have been prepared by and are the responsibility of the compan

Third Quarter and Nine Months ended September 30, 2005 (expressed in US Dollars) Management Discussion and Analysis and Financial Review (November 8th, 2005) Consolidated Revenue Consolidated Cost of Sales Other Expenses and Consolidated Earnings Con

Exhibit 3.4 First Quantum Minerals Ltd. Consolidated Financial Statements Third Quarter ? September 30, 2005 (Unaudited) (expressed in thousands of U.S. dollars, except where indicated) First Quantum Minerals Ltd. Consolidated Balance Sheets As at September 30, 2005 and December 31, 2004 (unaudited) (expressed in thousands of U.S. dollars, except where indicated) 2005 $ 2004 $ Assets Current asset

EX-3.9

Exhibit 3.9 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor ? 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 ? 688 ? 6577 Item 2 Date of Material Change August 17, 2005 Item 3 News Release The news release was disseminated on August 17, 2005 through Canadian Corporate News and the London Stock Exc

CERTIFICATE AND CONSENT CERTIFICATE OF QUALIFIED PERSON

Exhibit 4.4 CERTIFICATE AND CONSENT TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Autorit? des march?s financiers (Qu?bec) AND TO: Fasken Martineau DuMoulin LLP RE: Offer to Purchase and Circular of First Quantum Minerals Ltd. I, Kennedy C. Mtetwa, hereby certify that I am a qualified person as described in National Instrument 43-101. I am a

CERTIFICATE AND CONSENT CERTIFICATE OF QUALIFIED PERSON

Exhibit 4.2 CERTIFICATE AND CONSENT TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Autorit? des march?s financiers (Qu?bec) AND TO: Fasken Martineau DuMoulin LLP RE: Offer to Purchase and Circular of First Quantum Minerals Ltd. I, M. Gayle Hanssen, hereby certify that I am a qualified person as described in National Instrument 43-101. I am th

EX-3.9

Exhibit 3.9 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor ? 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 ? 688 ? 6577 Item 2 Date of Material Change August 17, 2005 Item 3 News Release The news release was disseminated on August 17, 2005 through Canadian Corporate News and the London Stock Exc

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Exhibit 3.7 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor ? 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 - 688 ? 6577 Item 2 Date of Material Change March 18, 2005 Item 3 News Release The news release was disseminated on March 18, 2005 through Canadian Corporate News and the London Stock Excha

Third Quarter and Nine Months ended September 30, 2005 (expressed in US Dollars) Management Discussion and Analysis and Financial Review (November 8th, 2005) Consolidated Revenue Consolidated Cost of Sales Other Expenses and Consolidated Earnings Con

Exhibit 3.4 First Quantum Minerals Ltd. Consolidated Financial Statements Third Quarter ? September 30, 2005 (Unaudited) (expressed in thousands of U.S. dollars, except where indicated) First Quantum Minerals Ltd. Consolidated Balance Sheets As at September 30, 2005 and December 31, 2004 (unaudited) (expressed in thousands of U.S. dollars, except where indicated) 2005 $ 2004 $ Assets Current asset

FORM 51-102F3 Material Change Report SCHEDULE ?A? FIRST QUANTUM MINERALS ANNOUNCES A SHARE EXCHANGE OFFER VALUED AT C$189.3 MILLION TO ACQUIRE ALL OUTSTANDING SHARES OF ADASTRA MINERALS AT AN IMPLIED PRICE OF C$2.23 PER SHARE ? OFFER REPRESENTS A 24%

Quantum Exhibit 3.12 Exhibit 3.12 FORM 51-102F3 Material Change Report Item 1 Name and Address of Company First Quantum Minerals Ltd. (the “Company”) 8th Floor – 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Item 2 Date of Material Change January 18, 2006 Item 3 News Release A news release was issued on January 18, 2006 and was disseminated via CCN Matthews. A copy of the news r

FIRST QUANTUM MINERALS CORRECTS 2005 COPPER PRODUCTION ESTIMATE FIRST QUANTUM MINERALS 2005 COPPER PRODUCTION ESTIMATE (tonnes)

Exhibit 3.11 NEWS RELEASE 05-13 November 14, 2005 www.first-quantum.com FIRST QUANTUM MINERALS CORRECTS 2005 COPPER PRODUCTION ESTIMATE First Quantum Minerals Ltd. (TSX Symbol “FM”, LSE Symbol “FQM”) would like to correct data contained within the Outlook Section of the Third Quarter and Nine Month Results News Release (05-12) published on November 8, 2005. The incorrect data was contained in the

ANNUAL INFORMATION FORM REPORTING CURRENCY CAUTIONARY FORWARD-LOOKING STATEMENT CORPORATE STRUCTURE Name and Incorporation Intercorporate Relationships Corporate Structure Chart GENERAL DEVELOPMENT OF THE BUSINESS Overview Three Year History 2002 200

Exhibit 3.1 ANNUAL INFORMATION FORM AS AT DECEMBER 31, 2004 DATED: MARCH 30, 2005 FIRST QUANTUM MINERALS LTD. 8th Floor, 543 Granville Street Vancouver, British Columbia CANADA V6C 1X8 Telephone: (604) 688-6577 Fax: (604) 688-3818 Email: [email protected] Website: www.first-quantum.com TABLE OF CONTENTS REPORTING CURRENCY 1 CAUTIONARY FORWARD-LOOKING STATEMENT 1 CORPORATE STRUCTURE 1 NAME AND INCORPOR

FIRST QUANTUM MINERALS ANNOUNCES FORMAL BID FOR ADASTRA MINERALS About First Quantum Minerals Important Notice

Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 333-131481 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-03 February 2, 2006 www.first-quantum.com FIRST QUANTUM MINERALS ANNOUNCES FORMAL BID FOR ADASTRA MINERALS First Quantum Minera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-80 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALCULATION OF REGISTRATION FEE PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS ITEM 1. HO

As filed with the Securities and Exchange Commission on February 2, 2006 Registration No.

EX-3.8

Exhibit 3.8 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor ? 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 - 688 ? 6577 Item 2 Date of Material Change June 3, 2005 Item 3 News Release The news release was disseminated on June 27, 2005 through Canadian Corporate News and the London Stock Exchange

SUMMARY COMPENSATION TABLE

EX-3.2 19 ex32.htm MANAGEMENT INFORMATION CIRCULAR 04/21/05 Exhibit 3.2 FIRST QUANTUM MINERALS LTD. 8th Floor, 543 Granville Street Vancouver, B.C. V6C 1X8 MANAGEMENT PROXY CIRCULAR (Containing information as at April 15, 2005) SOLICITATION OF PROXIES This Information Circular is furnished in connection with the solicitation of proxies by the management of First Quantum Minerals Ltd. (the "Company

FORM 51-102F3 Material Change Report SCHEDULE “A” FIRST QUANTUM MINERALS ANNOUNCES A SHARE EXCHANGE OFFER VALUED AT C$189.3 MILLION TO ACQUIRE ALL OUTSTANDING SHARES OF ADASTRA MINERALS AT AN IMPLIED PRICE OF C$2.23 PER SHARE — OFFER REPRESENTS A 24%

EX-3.12 42 ex312.htm MATERIAL CHANGE REPORT 01/18/06 Exhibit 3.12 FORM 51-102F3 Material Change Report Item 1 Name and Address of Company First Quantum Minerals Ltd. (the “Company”) 8th Floor – 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Item 2 Date of Material Change January 18, 2006 Item 3 News Release A news release was issued on January 18, 2006 and was disseminated via CC

FIRST QUANTUM REPORTS OPERATIONAL AND FINANCIAL RESULTS FOR THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 Table 8: Summary of Quarterly Results (unaudited)

Exhibit 3.10 NEWS RELEASE 05-12 November 8, 2005 www.first-quantum.com FIRST QUANTUM REPORTS OPERATIONAL AND FINANCIAL RESULTS FOR THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 (All figures expressed in US dollars) First Quantum Minerals Ltd. (TSE Symbol ?FM?, LSE Symbol ?FQM?) is pleased to announce its results for the three months and nine months ended September 30, 2005. The complete Fi

Form 43-101F1 Technical Report The Lonshi Copper Mine Katanga Province Democratic Republic of the Congo March 26th 2003 ( Amending the January 30, 2003 Report ) Alan J. Stephens Vice President, Exploration First Quantum Minerals Ltd Mill House Millba

EX-3.15 92 ex315.htm TECH RPT ON FORM 43-101F1 DATED MARCH 26, 2003 Exhibit 3.15 Form 43-101F1 Technical Report The Lonshi Copper Mine Katanga Province Democratic Republic of the Congo March 26th 2003 ( Amending the January 30, 2003 Report ) Alan J. Stephens Vice President, Exploration First Quantum Minerals Ltd Mill House Millbay Lane Horsham RH12 1SS U.K. And G. Clive Newall President First Quan

RBC DOMINION SECURITIES INC. FIRST QUANTUM MINERALS LTD. SCHEDULE A INDEMNITY

Exhibit 3.16 STRICTLY PRIVATE AND CONFIDENTIAL January 30, 2006 First Quantum Minerals Ltd. 8th Floor 543 Granville Street Vancouver, British Columbia V6C 1X8 Attention: Philip K.R. Pascall, Chairman, CEO & Director Dear Phillip: This letter sets out the terms and conditions on which First Quantum Minerals Ltd. (the ?Company?) has engaged RBC Dominion Securities Inc. (?RBC?), a member company of R

SUMMARY COMPENSATION TABLE

Exhibit 3.2 FIRST QUANTUM MINERALS LTD. 8th Floor, 543 Granville Street Vancouver, B.C. V6C 1X8 MANAGEMENT PROXY CIRCULAR (Containing information as at April 15, 2005) SOLICITATION OF PROXIES This Information Circular is furnished in connection with the solicitation of proxies by the management of First Quantum Minerals Ltd. (the "Company") for use at the Annual and Special Meeting of shareholders

FIRST QUANTUM MINERALS ANNOUNCES EXPANDED MINE PLAN FOR KANSANSHI -KANSANSHI ANNUAL COPPER PRODUCTION TO GROW TO 145,000 TONNES BY 2006-

Exhibit 3.5 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor ? 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 - 688 ? 6577 Item 2 Date of Material Change February 8, 2005. Item 3 News Release The news release was disseminated on February 8, 2005 through Canadian Corporate News and the London Stock

CERTIFICATE AND CONSENT CERTIFICATE OF QUALIFIED PERSON

Exhibit 4.8 CERTIFICATE AND CONSENT TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Autorit? des march?s financiers (Qu?bec) AND TO: Fasken Martineau DuMoulin LLP RE: Offer to Purchase and Circular of First Quantum Minerals Ltd. I, Geoffrey Clive Newall, hereby certify that I am a qualified person as described in National Instrument 43-101. I

Table 9.1: Pit Design Parameters ? DFS Designs Table 9.3: DFS Mining Sequence Summary (Minproc). Table 9.4: Optimisation Summary ? April 2004 Table 10.4: Production Schedule ? 2005 Forecast

Exhibit 3.14 Exhibit 3.14 First Quantum Minerals Ltd Kansanshi Copper Project ZAMBIA Operations Review Pursuant to National Instrument 43 – 101 of the Canadian Securities Administrators Prepared by: A.R. Cameron Of: A&J Cameron & Associates Email: [email protected] Effective as of February 7th 2005 Kansanshi Technical Report February 2005 CONTENTS 1.0 Title Page 1 2.0 Table of Contents

Page 4

Exhibit 3.13 Form 43-101-F1 Technical Report Comisa Sprl Frontier Copper Project Katanga Province Democratic Republic of Congo June 2005 PRINCIPLE AUTHOR: M.G. Hanssen B.Sc (Hons) Natal, Pr. Sci. Nat Consultant Geologist Digital Mining Services 4 Elsworth Ave, Belgravia Harare, Zimbabwe CO-AUTHORS D. Jack B.Sc(Eng)(Mining Geology)(Wits) MSc (Univ Tasmania) Exploration Manager Southern Pedicle Firs

CERTIFICATE AND CONSENT CERTIFICATE OF QUALIFIED PERSON

Exhibit 4.5 CERTIFICATE AND CONSENT TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Autorit? des march?s financiers (Qu?bec) AND TO: Fasken Martineau DuMoulin LLP RE: Offer to Purchase and Circular of First Quantum Minerals Ltd. I, Erik Mattias Fackel, hereby certify that I am a co-author of the technical report entitled ?The Frontier Copper P

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

Exhibit 4.1 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS We hereby consent to the incorporation by reference in the registration statement on Form F-80 (the ?Registration Statement?) of First Quantum Minerals Ltd. (the ?Company?) of our auditors? report dated March 15, 2005, on the consolidated balance sheets of the Company as at December 31, 2004 and December 31, 2003 and the consolidated stateme

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Exhibit 3.7 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor ? 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 - 688 ? 6577 Item 2 Date of Material Change March 18, 2005 Item 3 News Release The news release was disseminated on March 18, 2005 through Canadian Corporate News and the London Stock Excha

FIRST QUANTUM MINERALS ANNOUNCES EXPANDED MINE PLAN FOR KANSANSHI -KANSANSHI ANNUAL COPPER PRODUCTION TO GROW TO 145,000 TONNES BY 2006-

Exhibit 3.5 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor ? 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 - 688 ? 6577 Item 2 Date of Material Change February 8, 2005. Item 3 News Release The news release was disseminated on February 8, 2005 through Canadian Corporate News and the London Stock

The accompanying notes are an integral part of these consolidated financial statements.

EX-3.3 21 ex33.htm COMPARATIVE AUDITED CONS ANN FIN STATEMENTS Exhibit 3.3 First Quantum Minerals Ltd. Consolidated Financial Statements December 31, 2004 and 2003 (expressed in thousands of U.S. dollars, except where indicated) Management’s Responsibility for Financial Reporting The consolidated financial statements of First Quantum Minerals Ltd. and the information contained in the annual report

FIRST QUANTUM MINERALS CORRECTS 2005 COPPER PRODUCTION ESTIMATE FIRST QUANTUM MINERALS 2005 COPPER PRODUCTION ESTIMATE (tonnes)

Exhibit 3.11 NEWS RELEASE 05-13 November 14, 2005 www.first-quantum.com FIRST QUANTUM MINERALS CORRECTS 2005 COPPER PRODUCTION ESTIMATE First Quantum Minerals Ltd. (TSX Symbol “FM”, LSE Symbol “FQM”) would like to correct data contained within the Outlook Section of the Third Quarter and Nine Month Results News Release (05-12) published on November 8, 2005. The incorrect data was contained in the

FIRST QUANTUM REPORTS OPERATIONAL AND FINANCIAL RESULTS FOR THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 Table 8: Summary of Quarterly Results (unaudited)

EX-3.10 40 ex310.htm PRESS RELEASE DATED 11/08/05 Exhibit 3.10 NEWS RELEASE 05-12 November 8, 2005 www.first-quantum.com FIRST QUANTUM REPORTS OPERATIONAL AND FINANCIAL RESULTS FOR THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2005 (All figures expressed in US dollars) First Quantum Minerals Ltd. (TSE Symbol “FM”, LSE Symbol “FQM”) is pleased to announce its results for the three months and nin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 CALCULATION OF FILING FEE* PART I INFORMATION REQUIRED TO BE SENT TO SH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-1F TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ADASTRA MINERALS INC. (Name of Subject Company) Yukon Territory, Canada (Jurisdiction of Subject Company?s Incorporation or Organization) FIRST QUANTUM MINERALS LTD. (Bidder) Common Shares (Title of Class of Securities) 3

EX-3.8

Exhibit 3.8 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company First Quantum Minerals Ltd. 8th Floor ? 543 Granville Street Vancouver, British Columbia Canada, V6C 1X8 Telephone Number: 604 - 688 ? 6577 Item 2 Date of Material Change June 3, 2005 Item 3 News Release The news release was disseminated on June 27, 2005 through Canadian Corporate News and the London Stock Exchange

RBC DOMINION SECURITIES INC. FIRST QUANTUM MINERALS LTD. SCHEDULE A INDEMNITY

EX-3.16 118 ex316.htm SOLICITING DEALER MANAGER AGREEMENT Exhibit 3.16 STRICTLY PRIVATE AND CONFIDENTIAL January 16, 2006 First Quantum Minerals Ltd. 8th Floor 543 Granville Street Vancouver, British Columbia V6C 1X8 Attention: Philip K.R. Pascall, Chairman, CEO & Director Dear Phillip: This letter sets out the terms and conditions on which First Quantum Minerals Ltd. (the “Company”) has engaged R

ANNUAL INFORMATION FORM REPORTING CURRENCY CAUTIONARY FORWARD-LOOKING STATEMENT CORPORATE STRUCTURE Name and Incorporation Intercorporate Relationships Corporate Structure Chart GENERAL DEVELOPMENT OF THE BUSINESS Overview Three Year History 2002 200

Exhibit 3.1 ANNUAL INFORMATION FORM AS AT DECEMBER 31, 2004 DATED: MARCH 30, 2005 FIRST QUANTUM MINERALS LTD. 8th Floor, 543 Granville Street Vancouver, British Columbia CANADA V6C 1X8 Telephone: (604) 688-6577 Fax: (604) 688-3818 Email: [email protected] Website: www.first-quantum.com TABLE OF CONTENTS REPORTING CURRENCY 1 CAUTIONARY FORWARD-LOOKING STATEMENT 1 CORPORATE STRUCTURE 1 NAME AND INCORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A.

CERTIFICATE AND CONSENT CERTIFICATE OF QUALIFIED PERSON

Exhibit 4.7 CERTIFICATE AND CONSENT TO: British Columbia Securities Commission Alberta Securities Commission Ontario Securities Commission Autorit? des march?s financiers (Qu?bec) AND TO: Fasken Martineau DuMoulin LLP RE: Offer to Purchase and Circular of First Quantum Minerals Ltd. I, Alan Jarvis Stephens, hereby certify that I am a qualified person as described in National Instrument 43-101. I a

Form 43-101F1 Technical Report The Lonshi Copper Mine Katanga Province Democratic Republic of the Congo March 26th 2003 ( Amending the January 30, 2003 Report ) Alan J. Stephens Vice President, Exploration First Quantum Minerals Ltd Mill House Millba

EX-3.15 93 ex315.htm TECH REP OF REGISTRANT ON FORM 43-101F1 03/26/03 Exhibit 3.15 Form 43-101F1 Technical Report The Lonshi Copper Mine Katanga Province Democratic Republic of the Congo March 26th 2003 ( Amending the January 30, 2003 Report ) Alan J. Stephens Vice President, Exploration First Quantum Minerals Ltd Mill House Millbay Lane Horsham RH12 1SS U.K. And G. Clive Newall President First Qu

Page 4

Exhibit 3.13 Form 43-101-F1 Technical Report Comisa Sprl Frontier Copper Project Katanga Province Democratic Republic of Congo June 2005 PRINCIPLE AUTHOR: M.G. Hanssen B.Sc (Hons) Natal, Pr. Sci. Nat Consultant Geologist Digital Mining Services 4 Elsworth Ave, Belgravia Harare, Zimbabwe CO-AUTHORS D. Jack B.Sc(Eng)(Mining Geology)(Wits) MSc (Univ Tasmania) Exploration Manager Southern Pedicle Firs

FIRST QUANTUM MINERALS ANNOUNCES A SHARE EXCHANGE OFFER VALUED AT $189.3 MILLION TO ACQUIRE ALL OUTSTANDING SHARES OF ADASTRA MINERALS AT AN IMPLIED PRICE OF $2.23 PER SHARE — OFFER REPRESENTS A 24% PREMIUM TO ADASTRA MINERALS SHAREHOLDERS — About Fi

Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 000-29546 First Quantum Minerals Ltd. Commission File No. 005-61091 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-02 January 18, 2006 www.first-quantum.com FIRST QUANTUM MINERALS ANNOU

Filed by First Quantum Minerals Ltd.

Filed by First Quantum Minerals Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Adastra Minerals Inc. Commission File No. 000-29546 First Quantum Minerals Ltd. Commission File No. 005-61091

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FIRST QUANTUM MINERALS LTD. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 335934105 (CUSIP Number) July 6, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* FIRST QUANTUM MINERALS LTD. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 335934105 (CUSIP Number) October 7, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

UNITED STATES SECURITIESAND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* FIRST QUANTUM MINERALS LTD. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 335934105 (CUSI

UNITED STATES SECURITIESAND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* FIRST QUANTUM MINERALS LTD. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 335934105 (CUSIP Number) June 24, 2003 (Date of Event Which Requires Filing of this Statement) &n bsp; Check the appropriate box to designate the rule pursuant to wh

UNITED STATES SECURITIESAND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* FIRST QUANTUM MINERALS LTD. (Name of Issuer) COMMON SHARES (Title of Class of Securities) (CUSIP Number)

SC 13G 1 firstquantum.htm FIRST QUANTUM MINERALS LTD. - SCHEDULE 13G UNITED STATES SECURITIESAND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* FIRST QUANTUM MINERALS LTD. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 335934105 (CUSIP Number) May 12, 2003 (Date of Event Which Requires Filing of this Statement) Ch

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UNITED STATES SECURITIESAND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* FIRST QUANTUM MINERALS LTD. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 335934105 (CUSIP Number) May 12, 2003 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this