KAT Exploration Inc (KATX)

[AbrahamS]

.....Reasons for the Spin-Off

as it begins to operate the Handcamp property

Kat Gold is presently a virtually wholly owned subsidiary of Kat Exploration. Management of Kat Exploration, which is substantially identical to our management, believes that the market’s perceptions about Kat Exploration have changed due in part to the large volume of its outstanding common stock trading in the market. The benefits to each of Kat Gold and Kat Exploration of their parent-subsidiary structure have diminished. Kat Gold desires a new price/capital structure as it begins to operate the Handcamp property and develop the other Properties on an independent basis while permitting Kat Exploration to become an independent entity pursuing its separate business plan, as was the case prior to Kat Gold’s acquisition of Handcamp from Kat Exploration. Kat Exploration and Kat Gold management want to increase the number of Kat Gold shares of common stock held by non-affiliated stockholders thereof.