ZUG, Switzerland, May 13, 2020 /CNW/ - Katanga Mining Limited (TSX:
KAT) ("Katanga" or the "Company") is postponing, for 45 days after
May 15, 2020, the filing of its 2020
first quarter interim financial statements and related management's
discussion and analysis for the three months ended March 31, 2020 (collectively, the "Q1 Filings")
in reliance on the exemption under Ontario Instrument 51-502 –
Temporary Exemption from Certain Corporate Finance
Requirements which instrument became effective as of
March 23, 2020. The Company is also
postponing the filing of its executive compensation disclosure (the
"Compensation Disclosure") until a date on or before December 31, 2020 in reliance on the exemption
under Ontario Instrument 51-504 – Temporary Exemptions from
Certain Requirements to File or Send Securityholder Materials,
which instrument became effective as of May
1, 2020.
As previously announced, on April 22,
2020, Katanga entered into a definitive agreement with
Glencore International AG ("GIAG") pursuant to which the Company
would be taken private by way of an amalgamation (the
"Amalgamation") of the Company with 836074 Yukon Inc., a wholly
owned subsidiary of the Company, under the Business Corporations
Act (Yukon). Pursuant to the
Amalgamation, holders of common shares of the Company (the "Common
Shares") other than GIAG are entitled to receive C$0.16 in cash for each pre-Amalgamation Common
Share held. If shareholders approve the Amalgamation and the other
closing conditions are satisfied, the effective date of the
Amalgamation is expected to be on or about June 3, 2020. Following the Amalgamation, Katanga
will apply to the Toronto Stock Exchange to delist the Common
Shares and will apply to the Canadian securities regulatory
authorities to cease to be a "reporting issuer" under applicable
Canadian securities legislation. In addition, following the
Amalgamation, Katanga will seek permanent relief from effecting the
Q1 Filings, the filing of the Compensation Disclosure and any other
relief that may seem appropriate.
If the Amalgamation is not completed for any reason, the Company
anticipates that it will file its Q1 Filings on or before
June 29, 2020 and the Compensation
Disclosure on or before December 31,
2020. If the Amalgamation is completed, the Company expects
that it will cease to be a reporting issuer under applicable
Canadian securities legislation prior to June 29, 2020 and that, subject to receiving the
necessary approvals, it will not be required to file the Q1
Filings.
The Company confirms that management and other insiders are
subject to an insider trading black-out policy as per its
Confidentiality and Insider Trading Policy, which reflects the
principles set out in section 9 of National Policy 11-207, and
confirms that, except as disclosed by the Company, there have been
no material business developments since the date of its annual
financial statements (the "2019 AFS") and related management's
discussion and analysis (the "2019 MDA"), as at and for the years
ended December 31, 2019 and 2018,
filed on February 13, 2020. The 2019
AFS and 2019 MDA may be accessed on the Company's SEDAR profile via
www.sedar.com.
About Katanga Mining Limited
Katanga operates a major mine complex in the Democratic Republic of Congo producing refined
copper and cobalt. The Company has the potential to become
Africa's largest copper producer
and the world's largest cobalt producer. Katanga is listed on the
Toronto Stock Exchange under the symbol KAT.
Forward Looking Statements
This press release contains forward-looking statements and
forward looking information within the meaning of applicable
securities laws. Often, but not always, forward-looking statements
can be identified by the use of words such as "plans", "expects",
or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or describes a "goal", or variation of
such words and phrases or state that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur
or be achieved. The forward looking statements in this press
release include, but are not limited to, statements regarding the
intention of the parties to complete the Amalgamation, the
consideration to be received by Shareholders (other than GIAG)
under the Amalgamation, the intention to apply to delist the Common
Shares from the Toronto Stock Exchange and apply to cease to be a
reporting issuer under applicable Canadian securities legislation,
and the anticipated timeline to file the Q1 Filings.
All forward-looking statements reflect the Company's beliefs and
assumptions based on information available at the time the
statements were made. Actual results or events may differ from
those predicted in these forward-looking statements. All of the
Company's forward-looking statements are qualified by the
assumptions that are stated or inherent in such forward-looking
statements, including the assumptions listed below. Although the
Company believes that these assumptions are reasonable, this list
is not exhaustive of factors that may affect any of the
forward-looking statements.
Forward-looking statements involve known and unknown risks,
future events, conditions, uncertainties and other factors which
may cause the actual results, performance or achievements to be
materially different from any future results, prediction,
projection, forecast, performance or achievements expressed or
implied by the forward-looking statements, including risks relating
to the parties' ability to complete the Amalgamation in the time
period anticipated, if at all, which is dependent upon the parties'
ability to comply with the closing conditions to the Amalgamation,
some of which are beyond the control of the parties; general
economic conditions; the state of the capital markets; various
risks that may adversely impact the operations of the Company due
to the COVID-19 pandemic; foreign currency and exchange risk; and
other risks relating to the business and industry of the Company
that are detailed from time to time in the Company's filings with
the Canadian provincial securities regulators. Although Katanga has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements.
The Company disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new
information, future events, or otherwise, except in accordance with
applicable securities laws.
SOURCE Katanga Mining Limited