Century Eagle Holdings Limited

Ben Koon (David) Wong

Sandy Chim

August 24, 2015 16:00 ET

Century Eagle Holdings Limited, Ben Koon (David) Wong, and Sandy Chim Issue Joint News Release

TORONTO, ONTARIO--(Marketwired - Aug. 24, 2015) - Century Eagle Holdings Limited ("Century Eagle"), Mr. Ben Koon (David) Wong and Mr. Sandy Chim issued this press release today upon the completion of a reorganization of their shareholdings in Century Iron Mines Corporation (TSX:FER) (the "Company"). Mr. Chim is the Chief Executive Officer and a director of the Company and Mr. Wong is a director of the Company. The reorganization reflects the distribution of an aggregate of 49,781,316 common shares of the Company (the "Common Shares") previously indirectly held by Century Eagle to the shareholders of Century Eagle, including Mr. Wong and Mr. Chim through their privately owned holding companies, pro rata in accordance with their ownership interests in Century Eagle. In addition, Century Resources Capital Corporation ("Century Resources"), a private company owned by Mr. Chim, distributed an aggregate of 100,762 Common Shares to the shareholders of Century Eagle pro rata in accordance with their ownership interests in Century Eagle pursuant to a separate share transfer agreement among Century Resources and the shareholders of Century Eagle.

As a result of the completion of the reorganization transactions:

  • Mr. Wong has acquired ownership and control of 24,691,628 Common Shares, representing 24.99% of the issued and outstanding Common Shares as at August 24, 2015, through his private holding company Purple Star Holding Limited ("Purple Star"). These shares represent the total ownership by Mr. Wong of Common Shares in the Company;

  • Mr. Chim has acquired ownership and control of 15,263,917 Common Shares, representing 15.45% of the issued and outstanding Common Shares as at August 24, 2015, through his private holding company Thriving Century Limited ("Thriving Century"). Mr. Chim now directly and indirectly owns and controls 16,384,317 Common Shares of the Company representing approximately 16.6% of the issued and outstanding Common Shares as at August 24, 2015;

  • Mr. Hua Bai, a director of the Company, has acquired indirect ownership and control of 4,988,208 Common Shares, representing 5.05% of the issued and outstanding Common Shares as at August 24, 2015, through his private holding company Earnlead Investments Ltd. ("Earnlead Investments"). These shares represent the total ownership by Mr. Bai of Common Shares in the Company;

  • Each of Century Eagle and Century Resources have ceased to own any shares of the Company.

Each of the reorganization transactions was completed as private transaction pursuant to exemptions from the prospectus and takeover bid requirements of the Securities Act (Ontario). Each of the purchasers is an accredited investor and purchased Common Shares pursuant to the prospectus exemption contained in Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions. Additionally, the parties relied on the private agreement exemption provided for in Section 100.1 of the Securities Act (Ontario).

The reorganization transactions were completed in order that the shareholders of Century Eagle would own the shares held by Century Eagle and Century Resources pro rata in accordance with their ownership interest in Century Eagle indirectly through their respective holding companies. Each of the shareholders of Century Eagle have agreed that the shares acquired by them are subject to the shareholders agreement dated May 6, 2011 entered into between the shareholders, Century Iron Ore Corporation and WISCO International Resources Development & Investment Limited (the "WISCO Shareholders Agreement"). The WISCO Shareholders Agreement includes certain agreements as to restrictions on transfer and rights of first refusal.

Mr. Chim and Mr. Wong do not intend to be joint actors with each other, with Century Eagle, or with any of the other shareholders of Century Eagle moving forward with respect to their ownership of the Common Shares following the completion of the reorganization transactions.

Each of Century Eagle, Purple Star and Thriving Century have filed Early Warning Reports on SEDAR. The Early Warning Reports include additional information prescribed under National Instrument 62-103 - The Early Warning System and Related Takeover Bid and Insider Reporting Issues. A copy of the Early Warning Reports have been filed with applicable securities commissions and can be found at www.sedar.com.

Contact Information

  • Century Eagle Holdings Limited
    Suites 1801-06, 18/F, Tower 2
    The Gateway, 25 Canton Road
    Hong Kong

    Ben Koon (David) Wong
    Suites 1801-06, 18/F, Tower 2
    The Gateway, 25 Canton Road
    Hong Kong

    Sandy Chim
    Unit 905-6, 9/F Houston Centre
    63 Mody Road, Tsim Sha Tsui, Kowloon
    Hong Kong