Katanga Mining announces that it had entered into a definitive agreement with Glencore International

On April 22, 2020, Katanga Mining Limited (“Katanga” or “The Company”) announced that it had entered into a definitive agreement with Glencore International AG pursuant to which Glencore will acquire the common shares of Katanga Mining, other than those held by Glencore, for CDN $0.16 per share, after which time the Company will be taken private by way of an amalgamation of Katanga with 836074 Yukon Inc. (“Subco”), a wholly owned subsidiary of the Company, under the Business Corporations Act (Yukon) (the “YBCA”). At present, Glencore holds 60,870,439,243 common shares, representing approximately 99.5% of the issued and outstanding common shares. The transaction will value the minority stake at C$52.7 million. The board of directors of Katanga has determined that it is essential to have the ability to hold Shareholder meetings when an in-person meeting may not be possible or would be very difficult (such as during the current COVID-19 public health emergency). The Board has amended its by-laws to allow the Company to hold meetings of Shareholders partially or entirely by telephonic or electronic means (the “By-Law Amendments”). After careful consideration, a special committee of the Board (the “Special Committee”) determined unanimously that the Amalgamation is in the best interests of the Corporation and is fair to Shareholders (other than GIAG) and recommended that the Board approve the Amalgamation and recommend to Shareholders (other than GIAG) that they vote in favour of the Amalgamation. Upon the recommendation of the Special Committee and after consultation with the Board’s legal advisors, the Board determined unanimously that the Amalgamation is in the best interests of the Corporation and is fair to Shareholders (other than GIAG) and unanimously recommends that Shareholders (other than GIAG) vote in favour of the Amalgamation. Fasken acted for The Special Committee of Katanga Mining Limited with a team led by John Turner and including Daniel Fuke, Florind Polo, and Mitchell Thaw (Tax).