Katanga Mining Completes Amalgamation Transaction
Katanga Mining Limited (TSX: KAT) 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.
