Glencore International AG entered into a definitive agreement to acquire the remaining 0.5% stake in Katanga Mining Limited (TSX:KAT) for CAD 52.7 million on April 22, 2020. Pursuant to the terms of the acquisition agreement, Glencore International AG (GIAG) will acquire the remaining shares for CAD 0.16 per share. As a result of the acquisition, stake of Glencore International AG in Katanga Mining Limited will increase from 99.5% to 100%. Post completion Glencore International AG intends to take Katanga Mining Limited private. Following the amalgamation, the amalgamated corporation ("Amalco") 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. Following Amalco ceasing to be a reporting issuer, Amalco will no longer be subject to the ongoing continuous disclosure and reporting obligations currently imposed upon Katanga as a reporting issuer under such legislation. Amalco will be a private company that is wholly-owned, directly or indirectly, by GIAG. The transaction is subject to approval at the meeting by a special majority, being 2/3 of the votes cast by the shareholders present or represented by proxy at the meeting of Katanga Mining Limited. The completion of the transaction is also subject to the satisfaction of closing conditions customary for transactions of this nature and no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Amalgamation illegal or otherwise preventing, restraining or prohibiting consummation of the Amalgamation; and (c) this Agreement shall not have been terminated in accordance with its terms. Glencore International AG intends to vote all of its 60.8 million common shares, representing approximately 99.5% of the issued and outstanding common shares of Katanga Mining Limited, in favor of the transaction. After careful consideration, a special committee of the Board (the "Special Committee") of Katanga Mining Limited, determined unanimously that the transaction is in the best interests of Katanga Mining Limited and is fair to Katanga Mining Limited shareholders (other than Glencore International AG) and recommended that the Katanga Mining Limited Board approve the transaction and recommend to Katanga Mining Limited shareholders (other than Glencore International AG) that they vote in favor of the transaction. Upon the recommendation of the special committee and after consultation with the Katanga Mining Limited Board's legal advisors, the Katanga Mining Limited Board determined unanimously that the transaction is in the best interests of Katanga Mining Limited and is fair to the Katanga Mining Limited shareholders (other than Glencore International AG) and unanimously recommends that Katanga Mining Limited shareholders (other than Glencore International AG) vote in favor of the transaction. The obligation of GIAG to complete the Amalgamation is subject to the fulfillment of each of the following conditions precedent on or before the Effective Date (i) all covenants of Katanga under this Agreement to be performed or complied with on or before the Effective Date which have not been waived by GIAG should have been duly performed or complied with by Katanga in all material respects, and GIAG should have received a certificate of Katanga addressed to GIAG and dated the effective date confirming the same as of the effective date, all representations and warranties of Katanga set forth are true and correct in all respects on date of agreement, the total number of Katanga Shares with respect to which Dissent Rights have been validly exercised and not validly withdrawn shall not exceed 20% of the outstanding Katanga Shares held by Public Shareholders as of the Effective Date, since the date of this Agreement, there should not have occurred a Material Adverse Effect and all third party and other authorizations, orders, approvals, consents, waivers, permits, exemptions, orders, agreements and modifications to agreements or arrangements that are necessary for the completion of the transactions contemplated by this Agreement shall have been obtained, there should not be pending or threatened in writing any Proceeding by or before any Governmental Entity or any other person that is reasonably likely to result in termination of transaction and the Katanga Options should have expired or shall have been terminated on or before the Effective Date. The obligation of Katanga to complete the Amalgamation is subject to the fulfillment of each of the following conditions precedent on or before the Effective Date-(I) all covenants of GIAG under this Agreement to be performed or complied with on or before the Effective Date which have not been waived by Katanga shall have been duly performed or complied with by GIAG in all material respects, and Katanga shall have received a certificate of GIAG addressed to Katanga and dated the Effective Date confirming the same as of the Effective Date (ii) all representations and warranties of GIAG set forth should be true and correct in all respect and (iii) GIAG shall have complied with its obligations under Section 2.05. As of May 4, 2020, the special meeting of Katanga Shareholders will be held on June 2, 2020. On June 2, 2020. Katanga Mining shareholders approved the transaction. If the transaction is approved by Katanga Mining Limited shareholders and the other closing conditions are satisfied, the expected closing date of the transaction is expected to be on or about June 5, 2020. As on May 2, 2020, the closing date is expected to be on or about June 3, 2020. Fasken Martineau DuMoulin LLP acted as legal advisor, whereas CIBC World Markets, Inc., and KPMG LLP acted as financial advisors and fairness opinion providers to the special committee of Katanga Mining Limited. Bennett Jones LLP acted as legal advisor to Katanga Mining Limited, while McCarthy Tétrault LLP acted as legal advisor to Glencore International AG. TSX Trust Company acted as transfer agent to Katanga Mining Limited. Glencore International AG completed the acquisition of remaining 0.5% stake in Katanga Mining Limited (TSX:KAT) on June 3, 2020. As a result of the transaction, Katanga is now wholly-owned by Glencore International. Katanga has applied to the Toronto Stock Exchange to delist the common shares and 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.