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Adastra Minerals Inc · 6-K · For 9/30/04

Filed On 9/22/04 12:26pm ET   ·   SEC File 0-29546   ·   Accession Number 1220967-4-98

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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 9/22/04  Adastra Minerals Inc              6-K         9/30/04    2:75                                     1220967

Report of a Foreign Private Issuer   ·   Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         21 September 2004 Form 6k                              7     30K 
 2: 6-K         21 September 2004 Form 6k                            PDF    161K

6-K   ·   21 September 2004 Form 6k
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
4Item 1. Name and Address of Company
"Item 2. Date of Material Change
"Item 3. News Release
"Item 4. Summary of Material Change
"Item 5. Full Description of Material Change
"Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
"Item 7. Omitted Information
"Item 8. Executive Officer
"Item 9. Date of Report 
6-K1st Page of 7TOCTopPreviousNextBottomJust 1st


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

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of  September, 2004                                               

Commission File Number  000-29546                                               

 Adastra Minerals Inc.
----------------------------
 (Translation of registrant's name into English)

St. George's House, 15 Hanover Square, London, England W1S 1HS
 -----------------------------------------------------------------
 (Address of principal executive office)

Indicate by check mark whether the registrant  files or will file annual reports
under cover Form 20-F or Form 40-F.                                             
Form 20-F [X] Form 40-F [ ]                                                     

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): [ ]                                 

Note:  Regulation  S-T Rule  101(b)(1) only permits the submission in paper of a
Form 6-K if submitted  solely to provide an attached  annual  report to security
holders.                                                                        

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): [ ]                                 

Note:  Regulation  S-T Rule  101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other  document that the registrant
foreign  private  issuer  must  furnish  and make  public  under the laws of the
jurisdiction  in which the  registrant  is  incorporated,  domiciled  or legally
organized  (the  registrant's  "home  country"),  or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press  release,  is not required to be and has
not been distributed to the registrant's  security holders, and, if discussing a
material  event,  has already been the subject of a Form 6-K submission or other
Commission fling on EDGAR.                                                      

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]                                                                  

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-__________.                                  


6-K2nd Page of 7TOC1stPreviousNextBottomJust 2nd


NEWS RELEASE                                              [COMPANY LOGO OMITTED]

 Adastra Commences Legal Proceedings Against Endiama

Trading: TSE:AMZ and AIM:AAA                                                    

LONDON,  U.K.  (September 21, 2004) - Adastra  Minerals Inc.  ("Adastra")  today
announced  that its wholly owned  subsidiary  IDAS  Resources  N.V.  ("IDAS") is
commencing  legal  proceedings in the United States against Empresa  Nacional de
Diamantes de Angola ("Endiama"), the state owned diamond company in Angola.     

IDAS and Endiama signed  agreements in August 2002 and December 2002 for diamond
exploration  and  exploitation  in the Luremo area of Angola.  These  agreements
followed the receipt in October 2001 of the Council of  Ministers'  confirmation
of two licences awarded to Endiama with licence rights to be exercised through a
joint venture of Endiama and IDAS.                                              

"Despite agreed detailed  commercial terms and fully drafted  documentation,  we
have been totally  frustrated  in our attempts to progress  matters  further and
Endiama has made it clear that it has  repudiated its  contractual  obligations.
This has left  IDAS  with no  choice  but to seek  legal  redress.  We have been
advised  that we have a very strong  case," said Tim Read,  President  and Chief
Executive Officer of Adastra.                                                   

Mr Read concluded,  "This is a  disappointing  situation in respect of Adastra's
rights;  however it will not be allowed to divert the company from its principal
focus of bringing the Kolwezi Tailings Project into production."                

About Adastra                                                                   

Adastra Minerals is an international  mining company listed on the Toronto Stock
Exchange under the symbol "AMZ" and on the Alternative  Investment Market of the
London Stock  Exchange under the symbol "AAA".  The company has several  mineral
assets in Central Africa,  including the Kolwezi cobalt/copper  tailings project
and the Kipushi zinc mine in the DRC, and the Cuango  River  diamond  project in
Angola.  Adastra's growth strategy  emphasizes the creation of shareholder value
through  the  development  of  world-class  resources  in stable or  stabilizing
political environments.                                                         

About Cuango River Diamond Project                                              

The  Cuango  Basin has  historically  been one of the most  prolific  sources of
diamonds in Angola.  The Cuango  floodplain  licence is an  irregular  polygonal
shaped area running  along 50 kilometres of the river Cuango north to the border
with the Democratic  Republic of Congo.  The licence is for  exploration of both
alluvial and primary diamond  sources.  The second smaller area, of about 300 sq
km,  runs along the  southern  border of the Cuango  floodplain  licence  and is
called  the  Camutue  licence.  This is a mining  licence  and  covers  areas of
historic production.                                                            

~ Ends ~                                                                        


6-K3rd Page of 7TOC1stPreviousNextBottomJust 3rd


                                                          [COMPANY LOGO OMITTED]

Contact us:                                                                     

London                                                                          
Tim Read                                   Justine Howarth / Cathy Malins       
Chief Executive Officer                    Parkgreen Communications             
T: +44 (0)20 7355 3552                     T: +44 (0)20 7493 3713               
F: +44 (0)20 7355 3554                     F: +44 (0)20 7491 3936               
E: london@adastramin.com                   E: justine.howarth@parkgreenmedia.com

North America                                                                   
Martti Kangas                                                                   
The Equicom Group                                                               
T: +1 416 815 0700 x. 243                                                       
+1 800 385 5451 (toll free)                                               
F: +1 416 815 0080                                                              
E: mkangas@equicomgroup.com                                                     

This News Release contains forward-looking  statements within the meaning of the
United States Private  Securities  Litigation  Reform Act of 1995 concerning the
commencement of litigation in respect of Adastra's diamond concessions in Angola
and its  plans for its  Kolwezi  Project  in the  Democratic  Republic  of Congo
("DRC").  These  forward-looking  statements  are  subject to a variety of risks
uncertainties  which could cause actual  events or results to differ  materially
from those  reflected  in the  forward-looking  statements,  including,  without
limitation,  risks and  uncertainties  relating  to  political  risks  involving
Adastra's  operations  in  the  DRC  and  the  policies  of  other  nations  and
organizations  towards  companies  doing  business  in such  jurisdictions,  the
inherent  uncertainty  of  production  and cost  estimates and the potential for
unexpected costs and expenses,  commodity price  fluctuations,  the inability or
failure  to obtain  adequate  financing  on a timely  basis and other  risks and
uncertainties, including those described in Adastra's Annual Report on Form 20-F
for the year  ended  October  31,  2003 and  Reports  on Form 6-K filed with the
Securities and Exchange Commission.                                             


6-K4th Page of 7TOC1stPreviousNextBottomJust 4th


 FORM 51-102F3
Material Change Report

Item 1.  Name and Address of Company                                            

Adastra Minerals Inc. (the "Company")       
Suite 950 - 1055 West Georgia Street        
Vancouver, BC  V6E 3P3                      

Item 2.  Date of Material Change                                                

September 21, 2004                          

Item 3.  News Release                                                           

                  The News Release dated September 21, 2004 was forwarded to the
               Toronto Stock Exchange and disseminated via Canada Newswire
(North American Disclosure).                

           A copy of the News Release is attached as Schedule "A".

Item 4.  Summary of Material Change                                             

               The Company announced that its wholly owned subsidiary IDAS
                Resources N.V. is commencing legal proceedings in the United
               States against Empresa Nacional de Diamantes de Angola, the
state owned diamond company in Angola.      

Item 5.  Full Description of Material Change                                    

               For a full description of the material change, see Schedule
"A".                                        

Item 6.  Reliance on subsection 7.1(2) or (3) of National Instrument 51-102     

Not Applicable.                             

Item 7.  Omitted Information                                                    

Not Applicable.                             

Item 8.  Executive Officer                                                      

Tim Read                                    
President                                   
44-207-355-3552                             

Item 9.  Date of Report                                                         

             Dated at Vancouver, BC, this 21st day of September, 2004.


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SCHEDULE "A"

NEWS RELEASE                                              [COMPANY LOGO OMITTED]

 Adastra Commences Legal Proceedings Against Endiama

Trading: TSE:AMZ and AIM:AAA                                                    

LONDON,  U.K.  (September 21, 2004) - Adastra  Minerals Inc.  ("Adastra")  today
announced  that its wholly owned  subsidiary  IDAS  Resources  N.V.  ("IDAS") is
commencing  legal  proceedings in the United States against Empresa  Nacional de
Diamantes de Angola ("Endiama"), the state owned diamond company in Angola.     

IDAS and Endiama signed  agreements in August 2002 and December 2002 for diamond
exploration  and  exploitation  in the Luremo area of Angola.  These  agreements
followed the receipt in October 2001 of the Council of  Ministers'  confirmation
of two licences awarded to Endiama with licence rights to be exercised through a
joint venture of Endiama and IDAS.                                              

"Despite agreed detailed  commercial terms and fully drafted  documentation,  we
have been totally  frustrated  in our attempts to progress  matters  further and
Endiama has made it clear that it has  repudiated its  contractual  obligations.
This has left  IDAS  with no  choice  but to seek  legal  redress.  We have been
advised  that we have a very strong  case," said Tim Read,  President  and Chief
Executive Officer of Adastra.                                                   

Mr Read concluded,  "This is a  disappointing  situation in respect of Adastra's
rights;  however it will not be allowed to divert the company from its principal
focus of bringing the Kolwezi Tailings Project into production."                

About Adastra                                                                   

Adastra Minerals is an international  mining company listed on the Toronto Stock
Exchange under the symbol "AMZ" and on the Alternative  Investment Market of the
London Stock  Exchange under the symbol "AAA".  The company has several  mineral
assets in Central Africa,  including the Kolwezi cobalt/copper  tailings project
and the Kipushi zinc mine in the DRC, and the Cuango  River  diamond  project in
Angola.  Adastra's growth strategy  emphasizes the creation of shareholder value
through  the  development  of  world-class  resources  in stable or  stabilizing
political environments.                                                         

About Cuango River Diamond Project                                              

The  Cuango  Basin has  historically  been one of the most  prolific  sources of
diamonds in Angola.  The Cuango  floodplain  licence is an  irregular  polygonal
shaped area running  along 50 kilometres of the river Cuango north to the border
with the Democratic  Republic of Congo.  The licence is for  exploration of both
alluvial and primary diamond  sources.  The second smaller area, of about 300 sq
km,  runs along the  southern  border of the Cuango  floodplain  licence  and is
called  the  Camutue  licence.  This is a mining  licence  and  covers  areas of
historic production.                                                            

~ Ends ~                                                                        


6-K6th Page of 7TOC1stPreviousNextBottomJust 6th


                                                          [COMPANY LOGO OMITTED]

Contact us:                                                                     

London                                                                          
Tim Read                                   Justine Howarth / Cathy Malins       
Chief Executive Officer                    Parkgreen Communications             
T: +44 (0)20 7355 3552                     T: +44 (0)20 7493 3713               
F: +44 (0)20 7355 3554                     F: +44 (0)20 7491 3936               
E: london@adastramin.com                   E: justine.howarth@parkgreenmedia.com

North America                                                                   
Martti Kangas                                                                   
The Equicom Group                                                               
T: +1 416 815 0700 x. 243                                                       
+1 800 385 5451 (toll free)                                               
F: +1 416 815 0080                                                              
E: mkangas@equicomgroup.com                                                     

This News Release contains forward-looking  statements within the meaning of the
United States Private  Securities  Litigation  Reform Act of 1995 concerning the
commencement of litigation in respect of Adastra's diamond concessions in Angola
and its  plans for its  Kolwezi  Project  in the  Democratic  Republic  of Congo
("DRC").  These  forward-looking  statements  are  subject to a variety of risks
uncertainties  which could cause actual  events or results to differ  materially
from those  reflected  in the  forward-looking  statements,  including,  without
limitation,  risks and  uncertainties  relating  to  political  risks  involving
Adastra's  operations  in  the  DRC  and  the  policies  of  other  nations  and
organizations  towards  companies  doing  business  in such  jurisdictions,  the
inherent  uncertainty  of  production  and cost  estimates and the potential for
unexpected costs and expenses,  commodity price  fluctuations,  the inability or
failure  to obtain  adequate  financing  on a timely  basis and other  risks and
uncertainties, including those described in Adastra's Annual Report on Form 20-F
for the year  ended  October  31,  2003 and  Reports  on Form 6-K filed with the
Securities and Exchange Commission.                                             


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SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.                                         

                                               ADASTRA MINERALS INC.
                                                     ---------------------------

                                      (Registrant)

Date   September 21, 2004                                                       

           By:
                                               /s/  Paul C. MacNeill
                                                     ---------------------------

                                          Paul C. MacNeill
                                  Director

Dates Referenced Herein   and   Documents Incorporated By Reference

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10/31/0336
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Filed On / Filed As Of9/22/04
For The Period Ended9/30/046-K
 
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