FM First Quantum's Kolwezi project under DRC gov't reviewSource:...

FM First Quantum's Kolwezi project under DRC gov't review
Source: Stockwatch

20 February 2008

Mr. Clive Newall reports

FIRST QUANTUM MINERALS RECEIVES NOTICE FROM DRC MINING CONTRACT REVIEW IN REGARD TO THE KOLWEZI TAILINGS PROJECT

First Quantum Minerals Ltd., on Feb 19, 2008, received a letter from the Democratic Republic of Congo's Minister of Mines advising of the results of the Congolese government's mining contracts review commission revisitation of the Kingamyambo Musonoi Tailings SARL (KMT) mining convention. KMT is owned by First Quantum (65 per cent), La Generale Des Carrieres et Des Mines (Gecamines) (12.5 per cent), Industrial Development Corporation of South Africa (IDC) (10 per cent), the International Finance Corporation (IFC) (7.5 per cent) and the government of the Democratic Republic of Congo (5 per cent) (RDC).

The convention was one of over 60 contracts reviewed by the government.

The following is a translation of the letter.

Reproaches:

- The creation of KMT SARL has been carried out in breach of the provisions of the Royal Arrete of June 22, 1926, on SARL, in particular article 1.1, as the decree north degrees 04/020 of March 15, 2004, authorizing the creation of KMT SARL is dated before the incorporation of the company (authentication of the articles of association of March 16, 2004);

- The terms of the tender offer's submission have been breached, in particular in relation to the price of the transfer of the mining rights from Gecamines to KMT lowered from $130-million (U.S.) to $15-million (U.S.), of which $5-million (U.S.) has been paid as of today;

- The shares have been set arbitrarily in the absence of a feasibility study capable of identifying the resources and of determining the participation of each party in the share capital;

- Since the conclusion of this partnership in 1997, the prospecting works only begun in 2007, thus leading to the freezing of the deposits;

- The grants of the majority of the shares to CMD was made against a simple undertaking to search for the financing, the repayment of which is however to be borne by the joint venture.

Position of the government

The government requests the termination of this contract to the best interest of each party.

Considering the arrival of the new partner First Quantum, this partnership can however be maintained, under the following conditions:

- To regularize the incorporation of the company in strict conformity to the Congolese law on commercial companies;

- To respect the terms of the initial tender offer and its implications, in particular the upfront payment (pas de porte);

- To transmit to the government the feasibility study of the project. This feasibility study shall, inter alia, identify and evaluate the real contribution of the parties to the company in order to achieve an equitable allocation of the shares;

- To propose a schedule of the social actions which have a visible impact;

- Gecamines must have an active role in the day-to-day management of the company.

The company has advice that the convention is valid and binding and that KMT has complied with all its terms. The convention provides a dispute resolution mechanism through international arbitration. The company will liaise with its financially contributing partners the IFC and IDC and, as invited by the minister, will through KMT respond to the letter shortly and arrange to meet with him in due course.


First Quantum Minerals Ld - DRC Mining Review - Kolwezi

20 February 2008
Source:Regulatory News Service

FIRST QUANTUM MINERALS RECEIVES NOTICE FROM DRC MINING CONTRACT REVIEW IN REGARD TO THE KOLWEZI TAILINGS PROJECT

First Quantum Minerals Ltd. ("First Quantum" or the "Company", TSX Symbol "FM", LSE Symbol "FQM") announces that on Feb 19, 2008, it received a letter from the Democratic Republic of Congo Minister of Mines advising of the results of the Congolese Government's Mining Contracts Review Commission revisitation of the Kingamyambo Musonoi Tailings Sarl ("KMT") Mining Convention ("Convention"). KMT is owned by First Quantum 65%, La Generale Des Carrieres et Des Mines ("Gecamines") 12.5%, Industrial Development Corporation of South Africa ("IDC") 10%, the International Finance Corporation ("IFC") 7.5% and the Government of the Democratic Republic of Congo 5% ("RDC").

The Convention was one of over 60 contracts reviewed by the government.

A translation of the letter indicates the following:

1. Reproaches

1.1 The creation of KMT SARL has been carried out in breach of the provisions

of the Royal Arrete of 22 June 1926 on SARL, in particular article 1.1, as
the Decree Ndegrees 04/020 of 15 March 2004 authorising the creation of
KMT SARL is dated before the incorporation of the company (authentification
of the articles of association of 16 March 2004);
1.2 The terms of the tender offer's submission have been breached, in
particular in relation to the price of the transfer of the mining rights
from Gecamines to KMT lowered from 130 millions USD to 15 millions USD, of
which 5 millions USD have been paid as of today;
1.3 The shares have been set arbitrarily in the absence of a feasibility
study capable of identifying the resources and of determining the
participation of each party in the share capital;
1.4 Since the conclusion of this partnership in 1997, the prospecting works
only begun in 2007, thus leading to the freezing of the deposits;
1.5 The grants of the majority of the shares to CMD was made against a simple
undertaking to search for the financing, the repayment of which is
however to be borne by the joint venture.
2. Position of the Government


The Government requests the termination of this contract to the best interest of each party.

Considering the arrival of the new partner First Quantum Ltd, this partnership can however be maintained, under the following conditions:

- to regularise the incorporation of the company in strict conformity to the Congolese law on commercial companies;

- to respect the terms of the initial tender offer and its implications, in particular the up-front payment (pas de porte);

- to transmit to the Government the feasibility study of the project. This feasibility study shall, inter alia, identify and evaluate the real contribution of the parties to the company in order to achieve an equitable allocation of the shares;

- to propose a schedule of the social actions which have a visible impact;

- Gecamines must have an active role in the day-to-day management of the company.

The Company has advice that the Convention is valid and binding and that KMT has complied with all its terms. The Convention provides a dispute resolution mechanism through international arbitration. The Company will liaise with its financially contributing partners the IFC and IDC and, as invited by the Minister, will through KMT respond to the letter shortly and arrange to meet with him in due course.