First Quantum Exhibit 4.2











Exhibit 4.2





CERTIFICATE AND CONSENT 



	TO:	 	British Columbia Securities Commission

Alberta Securities Commission

Ontario Securities Commission

Autorité des marchés financiers (Québec)	 
	 
	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 the
principal author of the technical report entitled “The Frontier Copper Project,
Katanga Province, Democratic Republic of the Congo”, dated June 9, 2005 and the
co-author of the technical report entitled “The Lonshi Copper Mine, Katanga
Province, Democratic Republic of the Congo”, dated January 30, 2003, as amended
March 26, 2003 (collectively, “the Technical Reports”) prepared for First
Quantum Minerals Ltd. 



I further certify that I have read the
disclosure in the offer to purchase and circular of First Quantum Minerals Ltd. dated
February 2, 2006 together with the documents incorporated by reference therein,
(collectively, the “Circular”) which includes disclosure derived from the
Technical Report and I do not have any reason to believe that there are any
misrepresentations in the information derived from the Technical Reports that is contained
in the Circular or that the disclosure in the Circular contains any misrepresentation of
the information contained in the Technical Reports. 



I consent to the filing of the
Technical Reports with the British Columbia Securities Commission, the Alberta Securities
Commission, the Ontario Securities Commission and the Autorité des marchés
financiers (Québec) and to the disclosure of the Technical Reports, as well as any
extracts from and summary of the Technical Reports, in the Circular. 






Dated this 2nd day of February, 2006. 




  



	 	/s/ M. Gayle Hanssen
              
              
            

M. Gayle Hanssen, 
	 	BSc (Hons.), Natal, Pr. Sci. Nat






















CERTIFICATE OF
QUALIFIED PERSON 



As an author of the report entitled
“The Frontier Copper Project, Katanga Province, Democratic Republic of the
Congo”, dated June 9, 2005 and the co-author of the technical report entitled
“The Lonshi Copper Mine, Katanga Province, Democratic Republic of the
Congo”, dated January 30, 2003, as amended March 26, 2003 (collectively,
“the Technical Reports”) prepared for First Quantum Minerals Ltd., (the
“Issuer”), I, M. Gayle Hanssen, do hereby certify that: 



	1.  	  	I
          am Director and Geological Consultant of Digital Mining Services, of 4 Elsworth
          Ave, Belgravia, Harare, Zimbabwe. 








	2.  	  	My
residential address is: 15 Metcalf Road,           Greendale, Harare. 










	3.  	  	I
graduated with a BSc. (Hons.) in Geology from the           University of Natal,
Pietermaritzburg, South Africa in 1985. 









	4.  	  	I
am a           registered member in good standing of the South African Council for
Professional           Natural Scientific Professions. (SACNASP). 








	5.  	  	I
          have worked continuously as an economic geologist for a total of 19 years since
          my graduation from university. 







	6.  	  	I
have read the definition of “qualified           person” set out in National
Instrument 43-101 (“NI 43-101”) and           certify that by reason of my
education, affiliation with a professional association (as defined in NI 43-101) and past
relevant work experience, I fulfill the requirements to be a “qualified person” for
the purposes of NI 43-101. 









	7.  	  	I
am responsible for the preparation of the Frontier Copper Project and partly
responsible for preparation of the Lonshi Copper Mine Technical Reports. The
mineral resource was carried out by an independent consultant. I have visited
the site on numerous occasions since October 2003.  






     	8.	
          I have had prior involvement with the property that is the subject of the
          Technical Report. The nature of my prior involvement includes resource
          estimations in 2004 and 2005. 


          



     	9.	
          I am not aware of any material fact or material change with respect to the
          subject matter of the Technical Report that is not reflected in the Technical
          Report, the omission to disclose which makes the Technical Report misleading. 


          



     	10.	
          I am independent of the Issuer applying all of the tests in section 1.5 of
          National Instrument 43-101. 


          





















- 2 - 








     	11.	
I have read NI 43-101 and Form
43-101F1, and the Technical Report has been prepared in compliance with that instrument
and form.


          




Dated this 2nd day of February, 2006. 




  



	
/s/ M. Gayle Hanssen
              
              
     

M. Gayle Hanssen, 	
	BSc (Hons.), Natal, Pr. Sci. Nat