ZUG, Switzerland, June 3, 2020 /CNW/ - Katanga Mining Limited (TSX:
KAT) (the "Company") is pleased to announce the successful
completion of its previously announced amalgamation (the
"Amalgamation") with 836074 Yukon Inc. The Amalgamation was
approved by 99.9% of the votes cast by shareholders of the Company
(the "Shareholders") at the Company's special meeting of
Shareholders held on June 2, 2020,
and the Amalgamation was completed pursuant to Section 183 and
Section 184 of the Business Corporations Act (Yukon) ("YBCA"), on the terms and
subject to the conditions set out in an amalgamation agreement (the
"Amalgamation Agreement") dated June
3, 2020. Pursuant to the Amalgamation, Shareholders other
than Glencore International AG ("GIAG") are entitled to
receive C$0.16 in cash for each
pre-Amalgamation common share of the Company ("Common
Share"), for aggregate consideration of C$52,722,015.68. As a result of the Amalgamation,
the Company is now wholly–owned, directly or indirectly, by
GIAG.
Delisting and Reporting Issuer Status
The Company has applied 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. Once the Company ceases
to be a reporting issuer, the Company will no longer be subject to
the ongoing continuous disclosure and reporting obligations
currently imposed upon the Company as a reporting issuer under such
legislation.
Update on Filing of First Quarter Financials
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
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").
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 May
13, 2020, the date of the Company's press release announcing
the delay in filing its Q1 Filings.
Early Warning Disclosure
Prior to the Amalgamation, GIAG held 60,870,439,243 Common
Shares, representing an interest of approximately 99.5% of the
issued and outstanding Common Shares.
As a result of the Amalgamation, all of the pre-Amalgamation
Common Shares held by GIAG were converted into an equal number of
post-Amalgamation Common Shares. GIAG now beneficially owns and
controls 100% of the issued and outstanding Common Shares.
A copy of the early warning report in respect of the
Amalgamation will be filed under the Company's profile on SEDAR,
accessible via www.sedar.com, and may also be obtained by
contacting the persons named below.
About Katanga Mining Limited
Katanga Mining Limited 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.
About Glencore International AG
GIAG is one of the world's largest
globally diversified natural resource companies and is a major
producer and marketer of commodities, employing 160,000 people
around the world. GIAG's operations comprise around 150 mining and
metallurgical sites and oil production assets.
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, the Company's intention to
apply to cease to be a reporting issuer under applicable Canadian
securities legislation.
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 general
economic conditions; the state of the capital markets; 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 the Company 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