Century Mining Corporation Concerned Shareholders

May 02, 2011 13:19 ET

Century Mining Corporation Concerned Shareholders Report No Change in Their Opposition to Proposed Business Combination with White Tiger Gold Ltd.

TORONTO, ONTARIO--(Marketwire - May 2, 2011) - The Concerned Shareholders would like to update and inform their fellow shareholders with respect to events which have transpired since our April 18, 2011 press release. We had hoped that our concerns would have prompted a dialogue with Century Mining Corporation and/or White Tiger Gold Ltd., but despite the publication of our individual email contacts, we have not yet heard from either party, with the exception of two emails received on April 27 and 28, 2011, from Century business associates. We've already revealed that on April 28, 2011 we each received emails from Century's legal counsel, alleging that we were soliciting proxies (see press release dated April 29, 2011). On the 27th of April, 2011, we each also received an emailed invitation to speak with Joanne Longo of Terre Partners, acting as Investor Relations to Century. (We would like to advise Century that TSX Venture Exchange Policy 3.3, "Timely Disclosure", paragraph 3.8 reads, in part, "Without limiting the concept of Material Information, the following events are deemed to be material in nature and require immediate disclosure in accordance with this Policy: (t) any oral or written management contract, any agreement to provide any Investor Relations, Promotional or Market Making activities...", as well as to remind them of the disclosure requirements under Policy 3.4, Investor Relations, Promotional and Market-making Activities.)

Management's Failure to Contact the Concerned Shareholders, to Address Shareholder Concerns

In our press release of April 18, 2011, the Concerned Shareholders provided a preliminary list of serious issues with respect to the proposed merger of White Tiger and Century. We provided our contact information as a convenient way for management to communicate with us, rather than as a place to send harassing letters from their lawyers. We do not believe that the joint Century/White Tiger press release of April 26, 2011, even begins to address the concerns raised in our April 18 communication.

Due to management's silence, we can only conclude that Century management has little regard for the interests of the minority shareholders of Century, but instead are aligned in such a way as to benefit the controlling shareholders of Century, and the shareholders of White Tiger, to the detriment of minority Century shareholders.

These circumstances, and the lack of substantive management response, have only deepened our resolve to oppose the Business Combination, by whatever means possible, including legal action if necessary.

Tax Implications of the Transaction for Canadian Shareholders

On April 26, 2011, Century and White Tiger issued a joint press release in which it was disclosed that the structure of the Business Combination would be amended to provide Canadian shareholders with a "deferral of taxable capital gains for Canadian federal income tax purposes in certain circumstances". There was no disclosure as to what those circumstances could be, and whether this new structure will actually provide a deferral in the circumstances a typical shareholder of Century finds themself. If such a deferral is available to Canadian-resident shareholders, the Concerned Shareholders question why it was not part of the Business Combination from the outset? Far from reassuring the Concerned Shareholders, the April 26, 2011 press release merely reinforces the perception of the cavalier attitude toward the Century shareholders exhibited by the Century Board of Directors and its management to date.

Contact by Joanna Longo, of Terre Partners, Investor Relations to Century

Ms. Longo began the discussion by referring to all of the benefits which might conceivably accrue to Century shareholders upon completion of the transaction, but when reminded of the questions publicly raised by the Concerned Shareholders, and the lack of any substantive response to those concerns from Century, Ms. Longo stated that she expected those concerns to be fully addressed in the Management Information Circular ("MIC"). Considering that the MIC is already overdue, when pressed on the subject, Ms. Longo revealed that she didn't expect the MIC to be finished before the end of May. Moreover, she affirmed that the TSX has requested further disclosure with respect to Century's assets and business (see also Century press release dated April 26, 2010), which disclosure and TSX approvals might themselves further delay the release of the MIC to shareholders. The Concerned Shareholders consider this reckless disregard of, and the failure to anticipate, the principles of full disclosure by Century management to be inexcusable. Furthermore, as the date of the Special Meeting of Century shareholders cannot be less than 21 days after the distribution of the MIC, if these delays occur as suggested to us, the vote could occur in late June, or perhaps thereafter.

Ms. Longo also revealed that Century was soliciting the supporting opinions of financial analysts with respect to the merger of Century and White Tiger. She also mentioned that an analysts' site visit to the Sigma-Lamaque property was being planned to occur near the end of May. A member of the Concerned Shareholders Committee was promised an invitation to that site visit, and we will report any developments in that regard.

Century's Special Committee

The April 26, 2011 Century/White Tiger press release suggests for the first time, more than a month after announcing the Business Combination, and approximately two months since the entering into of a letter of intent (which was not disclosed at the time), that Century's Special Committee is composed of independent directors. In fact, Century's March 14, 2011 press release disclosing the Arrangement Agreement entered into three days earlier very carefully avoids any mention of the Special Committee being comprised of independent directors. We suggest that this information would have been of great interest to Century's stakeholders, the markets, as well as the regulators, given the fact that the Business Combination is between related parties. The Concerned Shareholders' press release of April 18, 2011 pointed this out, and we are now suspicious of this "after the fact" disclosure with respect to the independence of the Century Special Committee. In our assessment, the only director who could be considered to be independent is Ricardo Campoy, which would lead to a Special Committee with one member.

Acknowledgement of Shareholder Efforts and Contributions

The Concerned Shareholders wish to acknowledge all the independent shareholders that sent emails and letters to the TSX, the securities regulators, Century and White Tiger; it is apparent that your efforts may have prompted the inquiries by the stock exchange and thereby forced management of Century to increase disclosure related to the Business Combination.

Contact Information