Transcription of KATANGA MINING LIMITED
1 KATANGA MINING LIMITED ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2012 March 28, 2013 TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION .. 1 CORPORATE STRUCTURE OF KATANGA MINING LIMITED .. 3 GENERAL DEVELOPMENT OF THE BUSINESS OF KATANGA .. 4 DESCRIPTION OF THE BUSINESS OF KATANGA .. 6 RISK FACTORS .. 11 MINERAL PROJECTS .. 21 DIVIDENDS .. 21 DESCRIPTION OF CAPITAL STRUCTURE .. 22 MARKET FOR SECURITIES OF KATANGA .. 22 DIRECTORS AND OFFICERS .. 22 LEGAL PROCEEDINGS AND REGULATORY PROCEEDINGS .. 26 INTEREST OF MANAGEMENT AND INSIDERS IN MATERIAL TRANSACTIONS .. 27 REGISTRAR AND TRANSFER AGENT .. 27 MATERIAL CONTRACTS .. 27 INTERESTS OF EXPERTS .. 27 AUDIT COMMITTEE AND RELATED DISCLOSURE .. 28 ADDITIONAL INFORMATION.
2 29 GLOSSARY OF TERMS .. 31 SCHEDULE "A" CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KATANGA MINING LIMITED .. A-1 SCHEDULE "B" .. B-1 - 1 - Reference in this annual information form (the "AIF") to the "Corporation" or " KATANGA " refers to KATANGA MINING LIMITED and its subsidiaries, unless otherwise expressly stated or the context otherwise requires. All currency amounts in this AIF are stated in United States dollars unless otherwise indicated. Canadian dollars are denoted as C$. Certain MINING terms and metric measurements have been used in the preparation of this AIF. See "Glossary of Terms - Geological/Exploration Terms" for a description of these terms and measurements.
3 See "Glossary of Terms" for a description of terms used in this AIF. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION This AIF contains "forward-looking information" within the meaning of Canadian securities legislation concerning the business, operations and financial performance and condition of KATANGA . Statements containing forward-looking information include, but are not LIMITED to, statements with respect to: anticipated developments in KATANGA 's operations in future periods; planned exploration activities; the adequacy of KATANGA 's financial resources and other events or conditions that may occur in the future; estimated production and synergies; the ability of KATANGA to continue to create value for its shareholders; the ability of KATANGA to meet expected financing requirements; the future price of copper and cobalt; the estimation of ore reserves and mineral resources; the realization of ore reserve estimates.
4 The timing and amount of estimated future production, costs of production and capital expenditures; the timing and effect of the implementation of the Power Project; permitting time lines and MINING or processing issues; currency exchange rate fluctuations; government regulation of MINING operations; information concerning the interpretation of drill results; success of exploration activities; environmental risks; unanticipated reclamation expenses; title disputes or claims; and limitations on insurance coverage. Generally, statements containing forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved" or the negative connotation of each.
5 Statements containing forward-looking information are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of KATANGA to be materially different from those expressed or implied by such statements, including but not LIMITED to risks related to: current global financial conditions; - 2 - the need for additional financing and its availability on acceptable terms; the speculative nature of the MINING industry; accidents, labour disputes, the risk of disease among employees and other risks within the MINING industry; variations in ore grade and tonnes mined; political unrest and insurrection; lack of infrastructure and logistical risks; social and local relations in the country of operation; the ability to acquire and abide by necessary licenses, permits and government regulations; unforeseen title matters; environmental risks and hazards in the country of operation; competition for mineral acquisition and difficulties with joint venture partners; the significant influence of the principal shareholder; dependence on relations with third parties, key personnel, skilled workers and key business arrangements.
6 Future prices of copper and cobalt; possible variations in ore reserves, grade or recovery rate; influence of currency fluctuations and credit risks; various insured and uninsured risks; litigation risks and difficulties with jurisdictional requirements of legal actions; adverse effects on share prices from factors beyond the Corporation's control; potential conflicts of interest of various directors; and other factors discussed herein or referred to in the current annual management's discussion and analysis of KATANGA filed with certain of the securities regulatory authorities in Canada and available at Statements containing forward-looking information in this AIF are made as of the date of this AIF and, accordingly, are subject to change after such date.
7 Except as otherwise indicated by KATANGA , the forward-looking information does not reflect the potential impact of any non-recurring or special items or any potential dispositions, mergers, acquisitions, other business combinations or other transactions that may be announced or occur after the date of this AIF. Although management of KATANGA has attempted to identify important factors that could cause actual results to differ materially from those expected in statements containing forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
8 Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Corporation's operating environment. KATANGA does not undertake to update any forward-looking information that is incorporated herein, except in accordance with applicable securities laws. - 3 - CORPORATE STRUCTURE OF KATANGA MINING LIMITED Name, Address and Incorporation The Corporation was incorporated under the Laws of Bermuda on October 7, 1996 as New Inca Gold Ltd. On July 8, 2004, the Corporation consolidated its common shares on a ten-for-one basis and changed its name to Balloch Resources Ltd.
9 On November 30, 2005, the Corporation changed its name to KATANGA MINING LIMITED . On November 2, 2007, the authorized share capital of the Corporation was increased to consist of 1,000 common shares with a par value of $ each and 300,000,000 common shares with a par value of $ each. On January 11, 2008, the bye-laws of the Corporation were amended to, among other things, increase the maximum number of directors to ten and to permit the Corporation to enter into agreements with the holders of common shares relating to the appointment of directors, which agreements have since been terminated by mutual agreement. On January 12, 2009, the authorized share capital of the Corporation was further increased to consist of 1,000 Common Shares with a par value of $ each and 5,000,000,000 Common Shares with a par value of $ each.
10 On May 5, 2010, the bye-laws of the Corporation were amended to remove from the bye-laws the description of the Corporation's authorized capital and the list of the Corporation's directors at the date of the adoption of the bye-laws. Since the Corporation's stated capital and directors are subject to change, including this information in the bye-laws was impractical. On August 31, 2011, the Corporation was continued to the Yukon Territory, Canada under the Business Corporations Act (Yukon) and adopted by-law No. 1 to replace the bye-laws of the Corporation. Pursuant to the Articles of Continuance of the Corporation, the Corporation is authorized to issue an unlimited number of common shares (the "Common Shares").
