Century Mining Corporation Concerned Shareholders

September 06, 2011 09:53 ET

Concerned Shareholders Ask Century Mining Corporation to Clarify Whether Deutsche Bank Consent Obtained

TORONTO, ONTARIO--(Marketwire - Sept. 6, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA

This press release is issued pursuant to Section 150(1.2) of the Canada Business Corporations Act ("CBCA") and Section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations and concerns Century Mining Corporation ("Century"), 441 Peace Portal Drive, Blaine, WA, 98230. It is issued on behalf of Richard Bowden, Rainer G. Hummel and Fred Jerrett (collectively, the "Concerned Shareholders") in connection with the special meeting of Century shareholders to be held on September 13, 2011 (the "Meeting"). This solicitation is not made by or on behalf of management of Century. Proxies will be solicited by way of this press release. Any proxy provided on behalf of the Concerned Shareholders may be revoked in any manner permitted by law. Any costs of solicitation will be borne by the Concerned Shareholders. The Concerned Shareholders have solicited funds in order to assist them with the costs of solicitation, including by way of press release dated May 16, 2011.

At the Meeting, pursuant to the management information circular of Century dated August 15, 2011 (the "Century Circular") Century management has recommended that Century shareholders adopt resolutions approving the proposed acquisition (the "Merger") of Century by White Tiger Gold Ltd. ("White Tiger") as well as a reduction in stated capital (the "Reduction in Stated Capital") in order that Century may comply with the requirements of the CBCA which provides that Century must be solvent in order to access the plan of arrangement provisions found therein. The Concerned Shareholders issued press releases on April 18, April 28, May 2 and May 9, 2011 setting out how the Concerned Shareholders intended to vote and the reasons for that decision.

The Concerned Shareholders recommend that you vote your Century shares AGAINST the Merger and the Reduction in Stated Capital at the Meeting using the form of proxy or voting instruction form (VIF) sent to you by management of Century. By law, the persons named as proxyholders in management's form of proxy or VIF must vote your shares in accordance with your instructions. If you name someone other than the persons set out in management's form of proxy or VIF as your proxyholder, that person must attend at the Meeting in order for your vote to be counted. You may still oppose the Merger and the Reduction in Stated Capital even if you have previously given a proxy or VIF by following the revocation instructions on page 1 of the Century Circular. If you no longer have your copy of management's form of Proxy, VIF or the Century Circular, they may all be found on http://www.sedar.com/ under Century's profile or you can contact Century's transfer agent or your broker for further instructions.

YOU MUST VOTE YOUR CENTURY SHARES BY 9:00 AM (EST) ON SEPTEMBER 9, 2011

Deutsche Bank Consent and Tax Deferral for Canadian Residents

The Concerned Shareholders have noted in their press release dated August 30, 2011 that White Tiger has the right to terminate the Amended and Restated Arrangement Agreement in the event the DB Consent (as such term is defined in the Century Circular) is not obtained. On page 84 of the Century Circular, Century has disclosed that:

"Notwithstanding any other provision of the Arrangement Agreement, in the event of termination by White Tiger, if the DB Consent is not delivered by Deutsche Bank AG, London Branch to White Tiger and Century by August 31, 2011, the Arrangement Agreement shall be deemed to have not been entered into and the Original Arrangement Agreement shall for all purposes be deemed to be in full force and effect and to have not been amended and restated by the Arrangement Agreement."

The "Original Arrangement Agreement" does not contain provisions with respect to a tax deferral for Canadian residents. In fact, Century noted in its press release dated March 14, 2011 disclosing the "Original Arrangement Agreement" that the Merger "will constitute a taxable transaction for Canadian-resident shareholders and may be a taxable transaction for shareholders in other jurisdictions, with any resulting tax being required to be paid in cash". Century disclosed by press release dated August 9, 2011 that the Amended and Restated Arrangement Agreement had been entered into in order to "to provide Century shareholders with the opportunity to obtain a deferral of taxable capital gains for Canadian federal income tax purposes in certain circumstances". It appears to the Concerned Shareholders that the Century Circular is advising Century shareholders that the tax deferral will not be available if White Tiger has terminated the Amended and Restated Arrangement Agreement as a result of the DB consent not being delivered to Century by August 31, 2011.

The Concerned Shareholders hereby call upon Century to clarify:

  • whether the DB Consent has been obtained by Century by August 31, 2011;
  • if not, whether White Tiger has terminated the Amended and Restated Arrangement Agreement; and
  • if so, whether the tax deferral for Canadian residents will be available in connection with the Merger.

The Concerned Shareholders believe that Century had an obligation to clarify these issues for its shareholders before voting began so that shareholders have relevant information when voting their shares – and call on Century now for the information before voting ends.

Interest of Certain Persons or Companies in Matters to be Acted Upon - Information required under Items 5(b) and 5(d) of Part 2 of Form 51-102F5 – "Information Circular"

  • Other than Richard Bowden's beneficial ownership of 204,282 common shares, Rainer G. Hummel's beneficial ownership of 225,000 common shares and Fred Jerrett's beneficial ownership of 910,000 common shares of Century, none of the Concerned Shareholders nor any of their associates or affiliates have any material interest, direct or indirect, in any matter to be acted upon at the Meeting.

Interest of Informed Persons in Material Transactions - Information required under Item 11 of Part 2 of Form 51-102F5 – "Information Circular"

  • None of the Concerned Shareholders, nor an associate or affiliate of any of the Concerned Shareholders had any material interest, direct or indirect, in any transaction since the commencement of Century's most recently completed financial year or in any proposed transaction which has materially affected or is reasonably expected to materially affect Century or any of its subsidiaries.
TIME IS SHORT – DO NOT DELAY
YOU MUST VOTE YOUR CENTURY SHARES BY 9:00 AM (EST) ON SEPTEMBER 9, 2011
YOUR VOTE "AGAINST" IS IMPORTANT

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