Century Energy Ltd.
TSX VENTURE : CEY

Century Energy Ltd.

August 29, 2012 17:26 ET

Century Energy Ltd. Announces Proposed Private Placement of Units and Flow-Through Shares

CALGARY, ALBERTA--(Marketwire - Aug. 29, 2012) -

THIS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Century Energy Ltd. (TSX VENTURE:CEY) ("Century" or the "Company") announces that it intends to proceed with a non-brokered private placement of:

  1. a minimum of 20,000,000 units of the Company ("Units") and a maximum of 40,000,000 Units, at a price of $0.05 per Unit, for gross proceeds from the sale of Units of a minimum of $1,000,000 and a maximum of $2,000,000. Each Unit will consist of one (1) common share of Century (a "Common Share") and one-half (1/2) of a Common Share purchase warrant of Century ("Warrant"). Each whole Warrant will entitle the holder thereof to purchase one (1) Common Share at a price of $0.15 per Common Share, exercisable for a period of twelve (12) months from the date of the closing of the Offering; and
  2. a minimum of 10,000,000 Common Shares issued on a flow-through basis ("Flow-through Shares") and a maximum of 20,000,000 Flow-through Shares, at a price of $0.10 per Flow-through Share, for gross proceeds from the sale of Flow-Through Shares of a minimum of $1,000,000 and a maximum of $2,000,000

(the above-described proposed issuance and sale by the Company of Units and Flow-through Shares, collectively, the "Offering"), for aggregate gross proceeds of the combined Offering of a minimum of $2,000,000 and a maximum of $4,000,000.

Century may pay a cash commission or finder's fee to qualified non-related parties of up to 7% of the aggregate gross proceeds of the Offering (up to a maximum of $280,000) and that number of non-transferable finder's warrants:

  1. equal to up to 7% of the number of Units sold in the Offering (up to a maximum of 1,400,000 finder's warrants in respect of the sale of Units (each, a "Finder's Unit Warrant")). Each Finder's Unit Warrant will entitle the holder thereof to purchase one (1) Unit at a price of $0.05 per Unit (i.e., the price paid by subscribers for Units), exercisable for a period of twelve (12) months from the date of issuance; and
  2. equal to up to 7% of the number of Flow-through Shares sold in the Offering (up to a maximum of 1,400,000 finder's warrants in respect of the sale of Flow-through Shares (each, a "Finder's FT Warrant")). Each Finder's FT Warrant will entitle the holder thereof to purchase one (1) Common Share issued on a non-flow-through basis at a price of $0.10 per Common Share; exercisable for a period of twelve (12) months from the date of issuance.

The Offering will be conducted in reliance upon certain prospectus and registration exemptions available under applicable securities legislation, and the Units and Flow-through Shares are expected to be offered to "accredited investors" within the meaning of applicable securities legislation or such other qualified persons as the Company may determine. All of the Common Shares issued or issuable pursuant to the Offering, including the Common Shares obtainable upon the exercise of Warrants, Finder's Unit Warrants and Finder's FT Warrants, will be subject to a four-month hold period in Canada from the date of issuance. Although insiders of the Company may participate in the Offering, it is not anticipated that such insiders' participation (if any) will exceed, in the aggregate, 25% of the Offering.

The proceeds received by the Company from the sale of Flow-Through Shares pursuant to the Offering will be utilized to fund the Company's obligations under the Option Agreement relating to mining properties previously announced by Century, and the proceeds received by the Company from the sale of Units pursuant to the Offering will be utilized for general corporate purposes.

Completion of the Offering is subject to the receipt of all necessary regulatory approvals including, but not limited to, the acceptance of the TSX Venture Exchange.

Century Energy Ltd., www.centuryenergyltd.com, is an oil and gas exploration company pursuing opportunities in Canada and the United States.

This news release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in any jurisdiction; nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons absent registration or an applicable exemption from registration requirements.

This news release may contain certain forwardlooking information and statements, including statements regarding the proposed private placement and the anticipated use of proceeds raised therefrom, and other statements which are not historical facts. Forward-looking statements address future events and conditions; and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements. No assurances can be given that any of the events anticipated by the forwardlooking statements will transpire or occur; or if any of them do, what benefits may be realized by the Company, including the amount of proceeds that the Company may raise in the proposed private placement. All subsequent forwardlooking statements, whether written or oral, attributable to the Company or to persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements. Furthermore, the forwardlooking statements contained in this news release are made as at the date of this news release, and the Company does not undertake any obligation to update publicly or revise any of the included forwardlooking information or statements contained herein, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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