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