Here is the Seeking Alpha KAT blog (web links are gone).A Huge, Undervalued Opportunity For Minority Shareholders As Independent Directors Take On Glencore Plc Sep. 19, 2017 2:14 PM Many, many people are (justifiably) wondering what is going on at KAT subsequent to the Company's PR (and Halt Trade) of 31 July 2017: Katanga Mining Announces Independent Directors' Review and Restatement of Certain Financial Statements and the somewhat contradictory share price appreciation: if the financials are in question, why is the price going up? But shareholders are right to have questions. In all my years following the resources space I have never seen this kind of activity by Independent Directors and it convinces me there is more to this than meets the eye. The following is speculation and personal opinion, yet I believe it has foundation and merit. Please do your own due diligence as these are my views only. I began trading KAT in the spring when it hit my radar in the high teens (cents). I am a Toronto based Mining Executive and I know of KATs DRC assets and also remember KAT trading in the high CAD$20s back in 2006/7. KATs mineral resources/assets don't seem to have been materially impaired, in point of fact, they would have become much more valuable given the massive rebound thats taken place this past year in Copper (CU) and Cobalt (CO) and with the Whole Ore Leach (WOL) project* commissioning in Q4 2017, resumed Cu and Co production should offer impressive cash flows for KAT: the grades are ridiculous; this is the Central African Copperbelt after all. So with KAT now trading at fractions of its old highs, I've been in and out a couple of times in small amounts. I currently own a much larger 222,000 shares long at about 74c average. I took this position as I particularly believe in vehicular electrification - in Co so in KATs assets, and in the Company's reserves & resources, nevermind their other projects (Kov, Mutanda etc.). But here's the thing: I believe much, much more, in the fact that there lies a huge, undervalued opportunity for Minority Shareholders and in not so many words, the Independent Directors just told us as much. Why? Since its own somewhat underwhelming IPO/Share Listing of May 2011 Glencore is now, I'm sure, playing everything completely legit and that's not to suggest it didn't do so before, but let's just say, nudge, nudge, wink, wink, gone are the swashbuckling days of March Rich, private Swiss bank accounts and, allegedly, selling Israeli oil to Iran I refer to KATs AIF released 31 March 2017 in which it is stated that there are 1,907,380,413 KAT shares outstanding. Wow. It also states that Glencore and its subsidiaries already own approximately 86.33% of the issued and outstanding Common Shares of KAT. So a big majority. In addition, three of KATs directors (Messrs. Mistakidis, Henderson and Gallagher) are employed by Glencore, one of them since the late 1990s. Since Glencore has a controlling interest in KAT and has a relationship with three of KATs directors, it is not a far stretch to postulate that Glencore is in a position to exert significant influence on the corporate actions that KAT takes, particularly when shareholder approval is required. The AIF continues Glencore's controlling interest could have the effect of delaying or preventing a change of control of KAT or entrenching the Board of Directors or KATs management, which could conflict with the interests of the other shareholders, and consequently, could adversely affect the market price of KATs securities. No s**t Sherlock. I believe we have the Independent Directors of KATs board of directors Robert G. Wardell (nil shares owned), Terry Robinson (10,411 shares owned), Hugh Stoyell (45,009 shares owned) to thank for challenging Glencore by way of this PR. I believe, to use the Company's very own words, entrenching (of) the Board of Directors is already happening. If this is the case, the Independent Directors are up against a big, powerful, very secretive and very successful opponent. They would (and seem to be), using every legal option they have at their disposal and maybe calling for a Review and Restatement of Certain Financial Statements is their only means at this point, to hold up Glencore and protect the rights of the Minority Shareholders. I speculate that Glencore wants to take us over but won't admit as much. They want to take us out, to close the TSX listing and be done with KAT as a listed issue. I say this as I believe Glencore, by way of, as yet, un-alleged, unknown actions, to now be, in the words of KATs very own AIF: in conflict with the interests of the other shareholders. Folks, theres a big bun fight going on at the BoD level. Why does Glencore want to close the TSX listing and be done with KAT as a listed issue? Glencore is a massive public company empire of disparate assets and it might very well not be much enamoured with maintaining a Toronto listing for KAT, nevermind having to provide for all that requisite Cost, Staffing, Reporting and god forbid, Compliance that go with said listing. The juice of the PR from 14 August 2017 said that KAT would henceforth conduct a review of certain of the Company's past accounting because the Independent Directors had concluded that certain of the company's historical financial and related management's discussion and analysis (MD&A) would likely require restatement. Big deal. The Independent Directors updated the market not 2 weeks later with respect to this financial review and the reported scale of expected negative restatement(S) seems somewhat smaller, or less severe than what many folks might have been expecting. The share price tells us this too. So I believe the actions of the Independent Directors to be just the smoke. The fire is the real issue: the fact that Glencore might now be in material conflict with the interests of the other shareholders. Cleverly, by way of the review announced, the Independent Directors also got a trading ban: a Management Cease Trade Order (MCTO) under National Policy 12-203 approved by the Ontario Securities Commission. The MCTO prohibits the directors and executive officers of the company from trading: effectively, and allegedly, stopping Glencore from any possible, or probable further actions that, in my view, might possibly harm the interests of the other shareholders: the Minority Shareholders. To make my speculative case, I draw your attention to the old High River Gold minority shareholder battle that waged against elusive Russian billionaire, Alexei Mordashov, OAO Severstal (Russias largest steel company) and Nord Gold as many elements of the two situations correlate. According to a June, 2012 regulatory filing, both OAO Severstal and Nord Gold were controlled by Mordashov (holding roughly 82% of Nord Gold and 89% OAO Severstal). Mordashov had began amassing a stake in HRG way back in the recessionary days of the summer of 2008 when he completed a non-brokered private placement into the Canadian junior at 16c/share under the umbrella of OAO Severstal, sacked the CEO and brought in three of his own insiders. HRG (Toronto) held out for years against Mordashov and Nord and for those lucky folks that were still in the game, at the end, in March 2013, the final outcome was an enormously more rewarding one: by this stage Nordgold had massively increased their take out offer by way of a **Statutory Plan of Arrangement buyout, offering remaining shareholders a deal that was over 6 times Nords initial measly takeover offer (of 22c from June, 2009). Do I have your attention? Six times larger. Amazing what one can hold out for, when one is protected by a regulated, legitimate market against an aggressive foreign foe that is both rich, and probably rather unregulated and/or unaccountable, certainly at the levels that we are used to in London and Toronto. Mordashov and his agents, allegedly, held little, if any patience in maintaining the HRG Toronto listing, let alone be subject to all that annoying, requisite Compliance and Financial Reporting. Nevermind having to hold Board meetings that included a balance of Independent members! So sorry to take so long, but we now arrive at the kicker: I speculate that exactly the same thing is happening with Glencore and KAT and us, the KAT Minority Shareholders. It doesn't take much reading between the lines to see how, subsequent to becoming a public company, Glencore too, has begun to (read = had to) clean up its own act. And dont forget, Glencore came very close to mucking it all up themselves just 2 short years ago. Further evidence here is dense and not subject of these musings save to say, I do recommend that anybody interested, do a thorough Google search and read up on 3 subjects: Och-Ziff DRC Scandal, The Fleurette Group and Dan Gertler. And be aware, those named issues only really relate to a small part of Glencore's portfolio of global businesses so who knows what else Glencore are also currently correcting. Lastly, back to the AIF; under Risk Factors Additional Requirements for Capital: Amended Loan Facilities, it states: if any amount under the Amended Loan Facilities is in default, KAT has agreed to complete a discounted rights offering, with Glencore or one of its subsidiaries providing a standby commitment, to raise funds to repay the Amended Loan Facilities. If KAT has to complete a discounted rights offering, the increase in the number of Common Shares issued and outstanding and the possibility of sales of such shares may have a negative effect on the price of Common Shares. Yeah. A negative effect for Minority Shareholders. Why? At this point, what with the upcoming WOL commissioning and the up-tick in the commodities cycle, I challenge that Glengore itself doesnt probably care much, one way or the other, what the total Treasury eventually stands at for KAT as Glencore, and its subsidiaries already own approximately 86.33% of KAT. The AIF goes on KAT relies on Glencore for continued provisioning or procurement of additional funding for the completion of the Power Project and the WOL Project that is not covered by KATs cash flows from operations. Should Glencore decide to cease funding these projects, KAT or its subsidiaries may not be able to complete the either projects on time or at all, which could adversely affect KATs business operations and profitability. In addition, the Amended Loan Facilities are repayable on January 1, 2021 and additional financing beyond this date may not be available on terms favourable to KAT, or at all. Given the Halt Trade and PR of 31 July 2017, I speculate that the above case supports reason to believe there is a conflict going on at the BoD level between KATs Independent Directors (who are representing Minority Shareholders) and Glencore (who dont) and who have three KAT Directors that work elsewhere for Glencore and already own approximately 86.33% of the issued and outstanding Common Shares of KAT. Thanks for reading. I highly recommend interested parties read The King of Oil by Daniel Ammann. *On Sept. 11, 2015, KAT announced the decision to suspend the processing of copper and cobalt during the construction phase of the Whole Ore Leach (WOL) project. The suspension continued through the first half of 2017, and production is not expected to resume until the WOL project is commissioned, which is expected to commence in the fourth quarter (Q4) 2017. **Under the Statutory Plan of Arrangement, Under the terms of the Arrangement, each holder of a High River Share (other than Nordgold) was entitled to elect to receive, at the discretion of the holder, either CA$1.40 (the "Cash Alternative") or 0.285 Nordgold global depositary receipts per High River Share. Any former holder of a High River Share who did not properly elect a form of consideration prior to the 5:00 p.m. (Toronto time) election deadline on February 21, 2013 was deemed to have elected the Cash Alternative in respect of such holders' High River Share(S). The Arrangement also provided that each of the outstanding options to acquire High River Shares was terminated as part of the Arrangement in exchange for the greater of (I) CA$1.40 less the exercise price of the option or (ii) CA$0. Disclosure: I am/we are long KATFF.