Century Mining Announces Equity Financing Deal For Lamaque
- Century signs indicative term sheet for C$20 million financing and acquisition of a significant investment in Etruscan Resources - - Strategic investors to fund and support Century's growth into a new significant gold producer -
BLAINE, WA,
The C$20 million private placement, when combined with the Company's previously announced US$25 million prepaid gold forward facility (see press release dated
Following closing of the transactions, and including its previous share purchase, the Investor will own 167,986,707 common shares of Century (217,986,707 assuming exercise of its warrants) representing approximately 45.8% (52.3% assuming exercise of its warrants) of Century's issued and outstanding shares. Upon completion of all the transactions, Century will own approximately 16.6% of the outstanding shares of Etruscan (22.2% assuming exercise of all of its warrants).
Details of the proposed transactions are as follows:
C$20,000,000 Private Placement ("Private Placement")
The Private Placement will be for 100,000,000 units ("Units") of Century to be issued at a price of C$0.20 per Unit. Each Unit will be comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder to purchase one common share of Century at a price of C$0.30 for a period of 18 months.
Century will grant the Investor pre-emptive rights to maintain its proportionate shareholding interest with respect to future issuances of securities by Century, so long as the Investor holds at least 19.9% of the outstanding shares of Century.
Upon closing, the Investor will be entitled to nominate three members to Century's Board, and an independent non-executive chairman will be named.
The Company will pay a 2% cash finder's fee and 1,500,000 common share purchase warrants exercisable at C$0.20 each for a period of 18 months in connection with the Private Placement.
The proceeds from the Private Placement will be used to fund the initial development and operation of the Lamaque Mine and provide working capital to the Company, alleviating the Company's working capital deficit.
If following closing of the Private Placement the Company requires additional working capital to fund the development and operation of the Lamaque Mine, the Investor will provide the Company with all of part of such additional working capital through the exercise of the above described warrants or an additional private placement up to a limit of C$15,000,000.
The Investor has also acquired an additional 7,142,857 common shares of Century in a separate private transaction.
Interim Bridge Loan
The Investor has agreed to advance the Company a secured interim bridge loan in the principal amount of C$4.0 million to fund the Company's immediate working capital requirements to commence reopening of the Lamaque Mine. The bridge loan will bear interest at a rate of 10% per annum and will be secured against the Sigma mill equipment. The bridge loan is intended to be repaid on closing of the Private Placement, with the principal amount of the loan applied as part of the Investor's subscription price for the Units.
There are no arranging/underwriting fees payable by Century with respect to the loan.
Etruscan Transaction
Concurrently with the closing of the Private Placement, Century will acquire from Kirkland all of the outstanding shares of 2190776 Ontario Inc. ("219") whose sole assets are 26,315,789 common shares and 6,890,741 share purchase warrants of Etruscan, in exchange for 44,000,000 common shares of Century. As a result, Century will hold 19.9% of Etruscan assuming exercise of these warrants. In addition, following approval by Etruscan shareholders of the waiver of the application of Etruscan's shareholder rights plan, Century will acquire from Kirkland a US$3 million promissory note of Etruscan, convertible under certain circumstances into common shares of Etruscan, together with certain share purchase warrants of Etruscan in exchange for 16,843,850 common shares of Century (collectively, the "Etruscan Transaction").
Closing Conditions
All of the transactions described above are subject to normal course due diligence and the entering into of definitive documentation. The Private Placement and the Etruscan Transaction are subject to approval of the TSX Venture Exchange, applicable approval by Century's shareholders and amendment of Century's shareholder rights plan in order to waive the application of the plan to the Private Placement and the Etruscan Transaction. The Private Placement and the initial tranche of the Etruscan Transaction are cross-conditional and are intended to close simultaneously within 45 days. The Bridge Loan will close in 14 business days. Work will commence at Lamaque immediately.
US$25 Million Gold Forward Facility
As previously announced on
Objectives of Strategic Investment
With the Private Placement and the Etruscan Transaction, Finskiy, Scola, Gravity and Kirkland have demonstrated a commitment to make Century their preferred vehicle for gold investments, support the successful expansion of the Company's business, and grow Century into a significant gold producer.
Century's management will immediately establish an acquisition team to work on future acquisitions of additional gold advanced development properties and production. The Investors are prepared to continue to invest in Century as appropriate acquisitions are identified.
Century is pleased to welcome its new investors and the Company's Board believes that this new investment will facilitate the successful start up of the Company's Lamaque project, support the expansion of operations at the Company's San
Maxim Finskiy and
About Kirkland Intertrade Corp.
Kirkland is beneficially owned by Maxim Finskiy.
About Gravity Ltd.
Gravity is the personal investment vehicle of
About Etruscan Resources Inc.
Etruscan Resources Inc. is a gold focused Canadian junior mining company with dominant land positions covering more than 10,000 square kilometers in West
About Century Mining Corporation
Century Mining Corporation is a junior gold producer. The Company owns and is working towards the start up of the Lamaque mine in Québec that historically has produced over 9.2 million ounces of gold. In
"Margaret M. Kent" Chairman, President & CEO Neither 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.
Caution Concerning Forward-Looking Information
This press release contains forward looking statements within the meaning of the
While the Company believes that the expectations expressed by such forward-looking statements and forward-looking information and the assumptions, estimates, opinions and analysis underlying such expectations are reasonable, there can be no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements and forward-looking information.
For further information: Brent Jones, Manager of Investor Relations, E-mail: [email protected], Phone: (877) 284-6535 or (360) 332-4653, Fax: (360) 332-4652, Website: www.centurymining.com
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