- 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, Sept. 15 /CNW/ - Century Mining Corporation (CMM: TSX-V) ("Century" or the "Company") announces that it has signed an indicative non-binding term sheet with Kirkland Intertrade Corp. ("Kirkland") and Gravity Ltd. ("Gravity") for a C$20,000,000 private placement and the acquisition by Century of an interest in Etruscan Resources Inc. ("Etruscan"). Kirkland and Gravity (together, the "Investor") are controlled by Russian investor Maxim Finskiy and American investor Fran Scola, respectively, who have agreed to work with Century management to build the Company into a significant gold producer.
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 July 30, 2009), will provide the Company with the necessary capital to restart operations at the its Lamaque underground gold mine, located in Val d'Or Quebec.
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. Margaret Kent, CEO of the Company, and the majority of her management team will remain in place following closing.
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.
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").
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 July 30, 2009, the Company will proceed with a US$25 million prepaid gold forward facility from a major international bank with a large gold trading business. The prepaid gold facility is a forward contract to deliver 51,728 ounces of gold over a five-year term. The facility has other price participation terms whereby the Company will receive an additional cash payment for gold pricing above US$800 per ounce, up to a maximum of US$950 per ounce. There are no upfront fees, warrants or interest payable to the bank during the term of the facility.
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 Juan Gold Mine, and create opportunities for future acquisitions. Century is pleased to be acquiring a sizable block of shares in Etruscan, which has an ongoing operation, promising development properties and a strong exploration team. Century is fully supportive of Etruscan's management, and commends the team for their success in achieving their production and exploration goals.
Margaret Kent, President and CEO of Century commented, "My management team and I are very pleased to welcome Mr. Finskiy, Mr. Scola and their associates as new investors in Century. The Board of Directors is confident that the Company will now be in a financial position which will permit the immediate commencement of operations at Lamaque. Century's vision is to create a formidable mid-tier gold producer, and we believe that today's financing announcement, along with the strategic acquisition of Etruscan shares, will help the Company achieve its goals. This funding allows us to immediately restart our flagship asset and aggressively pursue other production opportunities."
Maxim Finskiy and Fran Scola, in a joint comment, said, "Our objective is to build a sizable gold mining company with initial operations and investments in Africa and the Americas. Over the last few months, we have evaluated numerous opportunities, and we are pleased that we have selected the Century management team and the Lamaque project as the core upon which we will base our portfolio. Our plans are to support Century, both financially and technically, in order to enhance the value of our share position."
About Kirkland Intertrade Corp.
Kirkland is beneficially owned by Maxim Finskiy. Mr. Finskiy is Chief Executive Officer of LLC Intergeo Managing Company, the mining and exploration arm of the private Russian conglomerate Onexim Group, which is Russia's largest investment fund with $25 billion in assets. From 2001 to 2008 he was Deputy General Director and Deputy Chairman of the Management Board of MMC Norilsk Nickel. Mr. Finskiy sits on the Board of Polyus Gold, one of the top world gold producers, incorporated in Russia.
About Gravity Ltd.
Gravity is the personal investment vehicle of Fran Scola. Fran Scola is a partner at LFM Partners, a partnership with extensive investments in the natural resources sector. He is a board member of seven different public and private mining companies. He is a former partner of Weintraub Investments, a San Francisco based hedge fund.
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 Africa. Etruscan is in the start-up phase of the Youga Gold Mine in Burkina Faso, which is expected to produce 88,000 ounces of gold per year at full capacity. The Agbaou Gold Project in Côte d'Ivoire and the Finkolo Gold Project in Mali are development stage projects. Advanced and early stage exploration projects are ongoing in Burkina Faso, Mali, Côte d'Ivoire, Ghana and Namibia. Etruscan also has a 47.4% interest in Etruscan Diamonds Limited which has a dominant land position in the Ventersdorp Diamond District located in South Africa where it is developing the Blue Gum Diamond Project.
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 Peru, Century's wholly-owned subsidiaries own an 82.6% interest in the San Juan Mine where the Company accounts for 100% of gold production. Total gold production for 2007 and 2008 was 63,124 and 14,252 ounces of gold, respectively.
"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 United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws. We use words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate" and similar terminology to identify forward-looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Risks and uncertainties that may cause actual results to vary include but are not limited to the conditional nature of the above transactions, the speculative nature of mineral exploration and development, including the uncertainty of reserve and resource estimates; operational and technical difficulties; the availability to the Company of suitable financing alternatives; fluctuations in gold and other commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks arising from our South American activities; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in our most recent annual and quarterly Management's Discussion and Analysis, in our Annual Information Form and in other filings made by us with the Securities and Exchange Commission and with Canadian securities regulatory authorities and available at www.sedar.com.
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.
SOURCE CENTURY MINING CORPORATION
For further information: For further information: Brent Jones, Manager of Investor Relations, E-mail: firstname.lastname@example.org, Phone: (877) 284-6535 or (360) 332-4653, Fax: (360) 332-4652, Website: www.centurymining.com