Century Mining Corporation Concerned Shareholders

August 30, 2011 20:08 ET

Concerned Shareholders Urge Fellow Shareholders of Century Mining Corporation to Vote "NO" to the Proposed Merger with White Tiger Gold Ltd.

TORONTO, ONTARIO--(Marketwire - Aug. 30, 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, James D. Curry, 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 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

SUMMARY OF THE REASONS WHY THE CONCERNED SHAREHOLDERS RECOMMEND THAT YOU VOTE YOUR CENTURY SHARES AGAINST THE MERGER AND THE REDUCTION IN STATED CAPITAL.

  1. The price to be received by Century Shareholders in exchange for their shares is too low.
  2. There are serious questions about the value of White Tiger's common shares.
  3. Century did not follow the process recommended by the securities regulators in circumstances where related parties are involved.
  4. In making its decision, the "Special Committee" used information in a technical report on the Lamaque Project that was later substantially revised.
  5. The Special Committee's financial advisor that prepared the fairness opinion upon which the Special Committee relied did not have access to White Tiger's financial and geological information that it had requested from White Tiger but did not receive.
  6. The Special Committee rushed into approving the Merger.
  7. The Special Committee agreed to an unreasonable break fee of $13,500,000 payable by Century.

Important Matters to Consider:

  • White Tiger shows much less cash available to it in its June 30, 2011 interim financial statements (approximately $3.5 million) than it did in its March 31, 2011 interim financial statements (approximately $21.5 million) – (see the publicly filed financial statements of White Tiger on www.SEDAR.com).
  • White Tiger's share price has dropped from $4.55 on March 10, 2011 (the day immediately prior to the date of the binding Merger Agreement) to $1.49 on August 29, 2011.
  • The "Exchangeable Shares" that a Canadian-resident shareholder may elect to receive in order to avoid a taxable event on completion of the Merger are not eligible for registered plans such as RRSPs, RRIFs, or TFSA (see page 101 of the Century Circular).
  • The tax deferral available to certain Canadian-resident shareholders is subject to the receipt of a Deutsche Bank consent, which has not been received as of the date of the Century Circular (see page 64 of the Century Circular).

Expanded Reasons:

  1. The price to be received by Century Shareholders for their shares is too low

Relative value of assets of CMM and WTG:

The Concerned Shareholders believe that the assets contributed by White Tiger to the merged company are valued too high in comparison to Century's assets. At the time that the Merger was announced, Century had National Instrument 43-101 ("NI43-101") compliant reserves and resources of approximately 6 million ounces of gold (including 3.13 million inferred ounces of gold). It has operating gold mines in Canada and Peru – two of the world's most friendly mining jurisdictions. It has substantial exploration potential surrounding these mines as well as other highly prospective properties in Canada and Alaska. Century has updated its NI43-101 technical reports, in which such reserves and resources were slashed (please see "In making its decision, the "Special Committee" used information in a technical report on the Lamaque Project that was later substantially revised" below) but Century management has publicly stated that it believes those reserves and resources are still there and will subsequently be recovered, at least in part.

White Tiger has disclosed that it has NI43-101 compliant reserves and resources of approximately 478,000 ounces of gold (including 175,000 inferred ounces) in eastern Russia. Its only operating mine is an open pit mine in Siberia where the climate is so hostile certain activities only operate six months of the year and so far in 2011, it has reported that it has produced only 3,231 ounces of gold. This is the only property that has proven and probable reserves. Its second property where White Tiger has reported only 133,000 ounces of indicated resources does not have a completed feasibility study.

Although Century's NI43-101 reserves and resources were slashed after Century engaged Micon International to update Century's most recent NI43-101 report, the Concerned Shareholders believe that this report was hastily prepared to expedite approval of the Merger (see "The Special Committee rushed into approving the Merger" below) and is not reflective of the actual reserves and resources. Management of Century has indicated in its press releases dated June 30, 2011 and August 11, 2011 that it agrees that Century will recover resources and reserves that were slashed in the updated technical report. As indicated in their press release dated May 9, 2011, the Concerned Shareholders believe there should have been an increase in the reserves and resources based on new drilling information since the last report and the significant increase in the price of gold since the last report that would make more of the ounces economical to mine. Moreover, the price of gold is currently substantially higher than it was on March 14, 2011.

Therefore, on March 14, 2011 when the Merger was announced the only seemingly immediate significant tangible benefit to Century shareholders was the approximately $21.5 million of cash that White Tiger reported in its unaudited financial statements for the period ended March 31, 2011, which it could use to help speed development of Century's mineral properties. However, in its unaudited financial statements for the period ended June 30, 2011 White Tiger reported that its cash had declined to $3.5 million. The Century Circular discloses on page 65 that the Special Committee based its decision to recommend the Merger in part on the fact that Century could not raise sufficient equity in the marketplace to meet its ongoing capital requirements but that White Tiger had significant cash reserves – however, it is apparent that those cash reserves have now dwindled significantly and which cannot entirely be explained away by the $4 million bridge loan made to Century earlier this year.

If the Merger is approved, the Concerned Shareholders believe that Century shareholders will be giving up 39% of their equity in Century to the White Tiger shareholders in exchange for White Tiger's limited contributions to the combined company. The Concerned Shareholders believe that such a scenario is neither fair nor equitable.

  1. There are serious questions about the value of White Tiger's common shares

The Merger is an all paper share exchange transaction, with each Century share being exchanged for 0.4 of a White Tiger share (the "Exchange Ratio"). On December 22 and 23, 2010, White Tiger completed the sale of 24,880,210 subscription receipts at price of Cdn$1.00 per subscription receipt (which constitute more than 20% of the currently issued and outstanding White Tiger shares), which were exercised for 24,880,210 shares of White Tiger on December 23, 2010. On December 31, 2010 the shares of White Tiger began trading on the Toronto Stock Exchange (the "TSX"), closing that day at Cdn$1.75. At the close of trading on March 10, 2011, the day immediately prior to the effective date of the Arrangement Agreement, the closing price of White Tiger's shares was Cdn$4.55. There has been no news publicly released by White Tiger which would appear to account for this 355% increase in the price of White Tiger's shares since the subscription receipt financing on December 23, 2010.

On March 10, 2011, the trading day immediately prior to the effective date of the Arrangement Agreement, White Tiger's shares closed on the TSX at Cdn$4.55, effectively valuing the Century shares at Cdn$1.82 on the basis of the Exchange Ratio. However, the closing price of White Tiger's shares immediately traded lower on announcement of the Merger, closing at Cdn$3.55 on March 15, 2011 (the day after the Merger was announced) and have since fallen by more than 67% from the March 10, 2011 closing price, closing on the TSX at Cdn$1.49 on August 29, 2011.

The Concerned Shareholders do not believe that White Tiger's shares will continue to trade at $1.49 following completion of the Merger. As of the close of trading on August 29, 2011, Century's shares closed at $0.26. There may be a perception that upon closing of the Merger the value held by Century shareholders will increase since each Century share will be exchanged for 0.4 of a White Tiger share, thus valuing the Century shares at $0.59 – an instant 127% return. However, the Concerned Shareholders do not believe this view is correct. If the market believes that the White Tiger shares would trade at $1.49 post-Merger, then the Century shares should now be trading much closer to $0.59 (ie. 0.4 of the White Tiger share price). In other words, the market would have seen this short term opportunity and moved to take advantage. The Concerned Shareholders believe that it is far more likely that the lack of liquidity in the White Tiger shares is keeping the price of those shares around $1.49. Once that liquidity hits the market in the form of the additional shares of White Tiger issued to Century shareholders if the Merger is approved, the Concerned Shareholders believe the White Tiger share price will sink because $1.49 per share is not reflective of the intrinsic value of White Tiger (particularly if certain shareholders may be forced to sell for tax reasons; please see "The Special Committee Rushed Into Approving the Merger – Tax Consequences" below). The true value of the White Tiger shares may very well be the aggregate of the $24 million that Maxim Finskiy paid for the Russian properties that were vended into White Tiger in December 2010 and the $24.8 million placement that was completed in December 2010, for a total of approximately $49 million, or only $0.43 per share.

  1. Century did not follow the process recommended by the securities regulators in circumstances where related parties are involved

The Concerned Shareholders believe that the process used by the Century Board to approve the Merger was flawed, and that the Century Board therefore did not make decisions with respect to the Merger that were in the best interests of Century, taking its stakeholders into account. Century has determined that the Merger is a "business combination" as such term is defined in Multilateral Instrument 61-101 ("MI61-101") (please see page 124 of the Century Circular), in part because a related party of Century, e.g. Maxim Finskiy, will indirectly acquire Century as a result of the Merger. The Companion Policy to MI61-101 ("MI61-101CP") provides that:

"To safeguard against the potential for an unfair advantage for an interested party as a result of that party's conflict of interest or informational or other advantage in connection with the proposed transaction, it is good practice for negotiations for a transaction involving an interested party to be carried out by or reviewed and reported upon by a "Special Committee" of disinterested directors. Following this practice normally would assist in addressing our interest in maintaining capital markets that operate efficiently, fairly and with integrity. While [MI 61-101] only mandates an independent committee in limited circumstances, we are of the view that it generally would be appropriate for issuers involved in a material transaction to which [MI 61-101] applies to constitute an independent committee of the board of directors for the transaction."

The Century Board has apparently disregarded this guidance from the securities regulators since the "Special Committee" appears to have been comprised of at least two and perhaps three directors who were clearly not "disinterested directors" within the spirit of MI61-101CP. The Century Circular discloses on page 51 that notwithstanding that William Lamarque was a nominee of the Controlling Shareholders to the Century Board and Daniel Major was the nominee of the Controlling Shareholder to the operating committee of Century as well as an employee of Century and therefore not considered an "independent" Board member under applicable securities laws, the Century "Special Committee" determined that none of these relationships and issues "was sufficient to disqualify either Mr. Lamarque or Mr. Major from being a member of the "Special Committee". In addition, another member of the Century Board is a senior partner in the law firm that advises Century. This firm stood to benefit from significant legal fees for its representation of Century if the Merger were to proceed. Page 50 of the Century Circular discloses that rather than retaining independent legal advice, the "Special Committee" would request Century's firm to provide legal advice to the "Special Committee", the fees for which would presumably be indirectly paid to the director in his capacity as a partner of the firm. The Concerned Shareholders believe that this fact should have led the "Special Committee" to determine that there was at least the potential for a conflict of interest. Moreover, pursuant to National Instrument 52-110, this director would not be considered independent and would therefore be disqualified from serving on the audit committee of Century.

The securities regulators further provide the following guidance in MI61-101CP:

"A special committee should, in our view, include only directors who are independent from the interested party. While a special committee may invite non-independent board members and other persons possessing specialized knowledge to meet with, provide information to, and carry out instructions from, the committee, in our view non-independent persons should not be present at or participate in the decision-making deliberations of the special committee."

Since at least three out of the four members of the "Special Committee" do not appear to be "disinterested", the Concerned Shareholders believe that the "Special Committee" as a whole was conflicted and therefore any determinations made by it in connection with the Merger could not have been made in accordance with the spirit of applicable securities laws or in the best interests of Century and its minority shareholders, as it had an obligation to do.

  1. In making its decision, the "Special Committee" used information in a technical report on the Lamaque Project that was later substantially revised

On June 30, 2011, Century issued a press release indicating that it would be filing an updated technical report in respect of the Lamaque Project which would evidence a "significant reduction in total resources and reserves from those indicated in the most recent Technical Report of June 2009". In fact, the updated technical report, filed on August 11, 2011, sets out that measured and indicated resources fell 75% from 2,420,876 million ounces of gold to 587,000 ounces; proven and probable reserves, which were included in measured and indicated resources, were reduced by more than 60% from 1,134,971 ounces of gold to 451,000 ounces; and inferred resources dropped more than 40% from 3,130,779 ounces of gold to 1,859,000 ounces.

Century management, in its press release of August 11, 2011, disclosed it believed that a "more extensive analysis of the resources" could be done and that a "reasonable amount of the resource reduction" would be "recovered or reclassified". Apparently, as per the June 30, 2011 press release of Century, management and the Special Committee believe it is acceptable not to perform a "more extensive technical review" which would result in a document that was not an "interim update" only and one which they believe does not accurately reflect the mineralization at the Lamaque Project because to do a proper review would result in an "unacceptable delay" (presumably, this was in reference to the completion of the Merger). The Concerned Shareholders believe that a thorough technical review is the only way in which Century can comply with its obligations under NI43-101 and with the Toronto Stock Exchange to produce a "current" technical report that contains accurate information – it would seem to the Concerned Shareholders that Century's admission that it did not perform such a thorough technical review is a clear violation of the provisions of NI43-101. The Concerned Shareholders will leave it to the regulators to determine which of the June, 2009 technical report or the August, 2011 updated technical report misrepresented the mineralization at the Lamaque Project - they are clearly inconsistent with each other and can't both be accurate - or whether Century management's repeated assertions at the time the updated technical report was filed that management was confident the disclosure in the updated technical report would be proved incorrect by subsequent work and review on and of the Lamaque Project. However, it illustrates that neither the "Special Committee" nor Blair Franklin, the firm retained by Century to render a fairness opinion with respect to the Merger, had the information it needed to make an informed decision. In fact, the fairness opinion addressed to the Board of Directors of Century in the Century Circular is dated March 11, 2011 and so presumably it does not take into account the information in the updated technical report. Accordingly, it is unclear how it can continue to be relevant.

  1. The Special Committee's financial advisor that prepared the fairness opinion upon which the Special Committee relied did not have access to certain of White Tiger's financial and geological information

The Century Circular sets out on page 52 that Blair Franklin had been retained to act as financial advisors to the "Special Committee" by February 5, 2011. The Blair Franklin fairness opinion is included in the Century Circular as Annex I. On page 2 of the opinion, Blair Franklin discloses that in reaching its opinion as to the fairness of the consideration payable to the Century Shareholders (other than Maxim Finskiy and Francis Scola), it relied in part on the NI43-101 Technical Review of the Lamaque Mine dated January 10, 2008 and amended June 24, 2009. However, that technical report was replaced with an updated technical report filed in August, 2011 that contained markedly different information (see above). The opinion also discloses that certain information that it requested of Century and White Tiger was denied, including financial statements for Century and metallurgical reports for White Tiger. From page 3 of the Blair Franklin opinion:

"Blair Franklin requested draft financial statements for Century through the end of December 31, 2010, however Century management has indicated that these statements are not readily available as of the date of our Opinion. Requests of White Tiger management for metallurgy reports of certain White Tiger deposits, historical monthly operating and expense reports, and a balance sheet as at December 31, 2010 were also denied due to the absence of readily available information as of the date of our Opinion."

Consequently, Blair Franklin did not have balance sheets available for review as of the most recent year end of both Century and White Tiger (apparently, White Tiger did not even have drafts of the statements available on March 11, 2011 although it filed audited financial statements on March 31, 2011 - after the Arrangement Agreement was executed). Notwithstanding the lack of important financial and metallurgical data (presumably it was important or Blair Franklin would not have requested it), Blair Franklin was able to opine that the Merger was fair from a financial point of view to Century shareholders, and the Special Committee somehow felt it could rely on the opinion even though the basis for the opinion lacked this important information.

It is also relevant that, as far as Blair Franklin knew, it was engaged by the Board of Directors and not the "Special Committee" – for example, the opinion is addressed to the Board and not to the "Special Committee" and nowhere in the opinion is there a reference to the Special Committee. The Century Circular makes numerous references to meetings between the "Special Committee" and representatives of Blair Franklin, but apparently Blair Franklin was never made to understand that a special committee had been struck to review the Merger. The Concerned Shareholders find that curious, and more evidence that Century did not follow the proper procedure recommended under MI61-101CP.

  1. The Special Committee rushed into approving the Merger

Tax Consequences

The press release of Century dated March 14, 2011 disclosed that the Arrangement Agreement documents were structured in such a way that the Merger would constitute a taxable transaction for Canadian-resident shareholders (and may be a taxable transaction for shareholders residing in other jurisdictions). The Concerned Shareholders pointed out this issue in their press release of April 18, 2011; on April 26, 2011, Century and White Tiger issued a joint press release in which it was disclosed that the Arrangement Agreement would be amended to provide Canadian shareholders with a "deferral of taxable capital gains for Canadian federal income tax purposes in certain circumstances". Far from reassuring the Concerned Shareholders, the April 26, 2011 press release merely reinforced the perception that the Special committee did not give sufficient thought to the consequences of the Merger on its shareholders and only made changes when its lack of consideration to the minority shareholders was publicly disclosed. The Century Circular discloses that Blair Franklin had requested certain important information from both Century and White Tiger which it did not receive but which became available a few short weeks later; nevertheless, the Special Committee determined it would recommend the Merger for approval regardless of the lack of this information thereby reinforcing the perception that the Special Committee moved too quickly to approve the Merger.

As noted, the amended and restated Century Circular now provides that certain Canadian resident shareholders may elect to receive "Exchangeable Shares" rather than White Tiger shares on completion of the Merger for the purpose of obtaining a tax deferral (please see the Century Circular for disclosure with respect to such shares). The "Exchangeable Shares" will not be listed on a stock exchange and it may take between three and five business days to exchange such shares for White Tiger shares. Consequently, accessing the capital markets quickly will not be possible if the election to receive the Exchangeable Shares (and therefore the tax deferral) is made. Please see page 86 of the Century Circular.

On page 101 of the Century Circular, it is also disclosed that the Exchangeable Shares will not be "qualified investments" under the Income Tax Act (Canada) for purposes of RRSPs, TFSAs, RRIFs, RESPs and certain other registered plans. Any Century Shareholder holding their shares in one of these plans should be aware of this fact.

It may also be the case that the tax deferral mechanism set out in the amended and restated Arrangement Agreement dated August 9, 2011 may not be available if Deutsche Bank does not provide an updated consent to the amended and restated arrangement agreement. Please see "Special Committee agreed to unreasonable break fee of $13,500,000 payable by Century" below.

Due Diligence

The Century Circular discloses on page 53 that the due diligence conducted by Century in respect of White Tiger appears to be limited to documents filed by White Tiger on SEDAR: "It was noted that White Tiger in its present form had only existed since December 2010 and, accordingly, most information about it was publicly available." This seems to imply that the Special Committee was satisfied with performing only limited diligence with respect to White Tiger. In fact, White Tiger has existed since April 8, 2005. The continuation of White Tiger out of Ontario to the British Virgin Islands did not extinguish any liabilities of White Tiger which pre-existed the continuation. Furthermore, documents filed on SEDAR are only those documents that are required under applicable securities laws and stock exchange rules to be filed; however, there is no guarantee that White Tiger was in compliance with its legal and stock exchange obligations in filing all documents it should have or that those that have been filed are in compliance with such laws or rules. Moreover, many material documents in respect of the business and affairs of an issuer are not found on SEDAR; consequently, any "due diligence" investigation that is limited to the documents filed on SEDAR is necessarily incomplete. Due diligence investigations should also include other searches and investigations, particularly in the context of a share exchange merger transaction where each of the parties usually performs very careful and comprehensive due diligence investigations.

  1. Special Committee agreed to unreasonable break fee of $13,500,000 payable by Century

While the Concerned Shareholders recognize that a break fee is sometimes necessary in transactions such as the Merger, the Concerned Shareholders believe that the amount of the fee in respect of the Merger is unreasonably high as it was more than 5% of the market capitalization of Century as of March 11, 2011 (the effective date of the Arrangement Agreement) and is now more than 11% as of the close of trading on August 29, 2011. Moreover, it is apparent that Century does not have the cash to fund this break fee, as evidenced by the fact that the Reduction in Stated Capital is necessary in order for Century to be considered solvent under the CBCA. It is unclear how the "Special Committee" could have determined it was in the best interest of Century to commit to a break fee that the company could not pay, particularly where it was beyond the control of Century as to whether the break fee would become payable – among other conditions, the break fee was payable if the consent of the Deutsche Bank AG, London Branch ("DB") was not obtained within 14 days of the date of the original Arrangement Agreement dated March 11, 2011 as amended effective June 16, 2011. While DB's consent to the original version of the Arrangement Agreement was subsequently obtained, Page 64 of the Century Circular discloses that DB has not provided its consent to the amended Arrangement Agreement as of the date of the Century Circular.

On page 84 of the Century Circular, it is also disclosed that:

"Notwithstanding any other provision of the Arrangement Agreement [this is the amended and restated Arrangement Agreement dated as of August 9, 2011], 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 [the arrangement agreement dated March 11, 2011 as amended effective June 16, 2011] 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."

It appears to the Concerned Shareholders that the intent of this provision in the amended and restated Arrangement Agreement is that, if DB consent is not obtained by August 31, 2011, the Merger will proceed under the "Original Arrangement Agreement", which does not contain any provisions with respect to a mechanism by which Canadian resident shareholders of Century may obtain a tax deferral in connection with the Merger. Consequently, if the Merger proceeds under the Original Arrangement Agreement, Century shareholders should be aware that the exchange of their Century shares for White Tiger shares may be a taxable event for them; Century shareholders should consult with their own tax advisors to obtain advice in this regard.

The Concerned Shareholders believe that the break fee of Cdn$13,500,000 has and will continue to have the effect of deterring any other bidders from coming forward with a proposal superior to White Tiger's since the requirement to pay the break fee to White Tiger makes Century far less attractive to any potential third party bidders. In addition, the bridge loans made to Century by White Tiger of up to Cdn$4,000,000 also become payable if Century does not complete the Merger with White Tiger. Page 65 of the Century Circular provides that the "Special Committee" took no active steps to find an alternative "white knight" acquirer once the offer from White Tiger was received, other than to conclude that to do so would be futile on the basis that Maxim Finskiy and Francis Scola beneficially held enough shares of Century to effectively block any alternative transaction. As a result, the true value of the Century shares to other interested parties may never be known. The Concerned Shareholders believe that agreeing to such an unreasonably high break fee is a clear signal that the parties recognize that only White Tiger and its shareholders will benefit from this transaction, corroborated by the fact that no break fee is payable by White Tiger in the event it terminates the Merger.

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 beneficial ownership of 204,282 common shares of Century, neither Richard Bowden nor his associates or affiliates have any material interest, direct or indirect, in any matter to be acted upon at the Meeting.
  • Other than beneficial ownership of 730,000 common shares of Century, neither James D. Curry nor his associates or affiliates have any material interest, direct or indirect, in any matter to be acted upon at the Meeting.
  • Other than beneficial ownership of 225,000 common shares of Century, neither Rainer G. Hummel nor his associates or affiliates have any material interest, direct or indirect, in any matter to be acted upon at the Meeting.
  • Other than beneficial ownership of 910,200 common shares of Century, neither Fred Jerrett nor his 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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