, on Behalf of a Group of Century Mining Minority Shareholders

July 25, 2011 10:01 ET

StockIgloo, Representing a Group of Century Mining Minority Shareholders, Believes White Tiger Gold Has Failed to Satisfy Requirements of the MI 61-101

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 25, 2011) -

On March 14, 2011 White Tiger Gold("White Tiger") and Century Mining Corporation("Century") announced that they are forming a Business Combination under a Plan of Arrangement. Under such an arrangement, the MI 61-101 - Protection of Minority Security Holders in Special Transactions, requires that White Tiger is to perform an independent formal valuation. In the SEDAR filed document dated March 11, 2011, White Tiger disclosed in section 5.1(i) that they are exempt from formal valuations under MI 61-101 section 6.3(2). Of the various conditions that must be met in order to qualify for an exemption, section 6.3(2)(c)(i) states an independent formal valuation of non-cash consideration is not required if "a liquid market in the class of securities exists". We feel that White Tiger's securities do not exist in a liquid market as defined by the MI 61-101 and, as such, ask the Ontario Securities Commission ("OSC") to deny approval of the Plan of Arrangement as currently presented, due to a lack of the required independent formal valuation.

MI 61-101 Liquid Market

Section 1.2(1)(a)

Section 1.2(1)(a) of the MI 61-101 has a five part test for defining a liquid market. White Tiger need only fail one part to fail the test. They, in fact, fail two parts. Part (i)(A) of the test states "during the period of 12 months before the date the transaction is agreed to ... the number of outstanding securities of the class was at all times at least 5,000,000, excluding securities beneficially owned, or over which control or direction was exercised, by related parties and securities that were not freely tradeable …"


White Tiger had 114.630,210 shares outstanding. Of those shares 1,800,000 and 24,830,210 were held in private placements with four month hold periods and 85,000,000 were controlled by Max Finskiy (See SEDAR documents filed November 16, 2010 and December 31, 2010, respectively). This leaves the number of freely tradeable White Tiger shares at only 3,000,000. White Tiger fails the test not only by a wide margin but for every single day of its existence up to the day the Plan of Arrangement is agreed upon.

Section 1.2(1)(a) Continued

Part (ii) of the five part test states "the market value of the class of securities on the published market on which the class was principally traded, as determined in accordance with subsection (2), was at least $75,000,000 for the calendar month preceding the calendar month... in which the transaction is agreed to..."


Using the market value formula described in the aforementioned subsection (2), the average White Tiger daily closing share price for February multiplied by the freely trading outstanding number of White Tiger shares, excluding Max Finskiy's, results in a market value of $4.34 x 3,000,000 = $13,020,000. This value is only 17% of the market value required by the test.

Section 1.2(1)(b)

If the test for a liquid market is not met, paragraph (b) states a liquid market exists if "… a person that is qualified and independent of all interested parties to the transaction, ... provides an opinion to the issuer that there is a liquid market in the class at the date the transaction is agreed to … the opinion is included in the disclosure document for the transaction and the disclosure document for the transaction includes the same disclosure regarding the person providing the opinion as is required for a valuator under section 6.2."


White Tiger has not disclosed nor indicated that they will disclose the identity of any such person or an opinion in the previously mentioned March 11, 2011 disclosure document filed on SEDAR. Given White Tiger's extreme lack of liquidity, as defined by the MI 61-101, it is hard to imagine that any such independent opinion of liquidity is possible.

We believe we have demonstrated that White Tiger is not exempt from providing an independent formal valuation as required under the MI 61-101. Having failed to provide the required independent formal valuation, it is hoped that the OSC denies the required approval of the proposed Plan of Arrangement as currently presented. We are grateful for the OSC's continued protection of minority shareholders and look forward to the OSC continuing to protect Century minority shareholders under the MI 61-101.

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