Wednesday, September 17, 2008

Century Mining Announces Up To $3.7 Million Of Financings

BLAINE, WA, Sept. 17 /CNW/ - Century Mining Corporation (CMM: TSX-V) announced today that it has entered into a term sheet dated September 12, 2008 with U.K.-based Trafalgar Capital Specialized Investment Fund, FIS ("Trafalgar"), pursuant to which Trafalgar will provide to Century a bridge loan of up to $3.5 million, to be evidenced by a redeemable secured convertible note (the "Note"). The loan proceeds will serve as bridge financing, and allow Century to continue mine development, planning and other preparation activities at its Lamaque Mine. Century intends to repay this bridge financing through the completion of a financing relating to its Fortis Facility or through the sale of one or more of its mining properties.

In accordance with the term sheet, loan proceeds may be disbursed in up to four tranches, with $1.4 million, less fees and expenses, to be released at closing. Additional amounts of $850,000 and $720,000, respectively, may, at Century's request, be advanced at 30 days and 60 days post-closing, subject to approval by Trafalgar. A final advance of $530,000 may be released at Century's request at 90 days post-closing, subject to approval by Trafalgar.

The Note will bear interest at the rate of 12% per annum, compounded monthly, and will mature on the date which is the earlier of (i) four months from the closing date, and (ii) the date on which Century completes a financing transaction relating to the Fortis Facility with minimum proceeds of $5.0 million. If the Note is not repaid within four months of the closing date, amounts outstanding thereunder may be converted by Trafalgar into common shares of Century ("Common Shares") at the fixed conversion price of $0.05 (the "Fixed Conversion Price"), provided that no conversion will be permitted if it would result in Trafalgar holding greater than 9.99% of the Common Shares. Provided that the Common Shares are trading at or below the Fixed Conversion Price, the Century may at any time redeem the Note in exchange for cash, a 12.5% redemption premium and payment of all accrued interest outstanding thereunder.

Subject to the occurrence of an Option Share Redemption (as defined below), on the Maturity Date, Century will be required to redeem the Note in exchange for cash, a 7.5% redemption premium and payment of all accrued interest outstanding thereunder. Alternatively, on the Maturity Date, Century may elect to redeem the Note in exchange for Common Shares to be issued over a 24-month period (an "Optional Share Redemption"), in lieu of all principal outstanding, together with a 15% redemption premium, and interest accruing over such period. In the event of an Optional Share Redemption, Century will issue to Trafalgar (weekly, in four equal installments) such number of Common Shares as are equal to the principal, interest and redemption premium owed pursuant to a monthly payment schedule, divided by the then prevailing market price of the Common Shares (provided that such market price may not be less than $0.05 per share).

The Note financing remains conditional on completion of due diligence and receipt of TSX-V and other necessary regulatory approval.

The Note will be secured by a first charge/mortgage over Century's Québec milling assets, and a second charge/mortgage over Century's Québec mineral concessions. The terms of the Note will contain provision compensating Trafalgar for any appreciation of the European Union euro versus the Canadian dollar. Century will not receive the benefit of a reciprocal adjustment mechanism should the Canadian dollar strengthen against the euro.

In connection with the issuance of the Note, Century has agreed to pay to Trafalgar a commitment fee equal to 7% of the Note proceeds, and issue to Trafalgar from treasury a total of 15,000,000 Common Shares. At closing, Century has also agreed to pay a finder's fee of approximately $20,000 to two arm's length entities. The bridge financing is expected to close within the next three weeks.

For Century's immediate need to finalize the due diligence requirements for Fortis Bank and provide immediate working capital, an officer and director of Century has subscribed for a $200,000 secured convertible note. The note will bear interest at 15% and is convertible into units at $0.05 for a term of 18 months. Each unit is comprised of a common share and a common share purchase warrant exercisable for 18 months at $0.07. The note is secured against a package of exploration properties.

Margaret Kent, President and CEO of Century, said, "The combination of these two financings will provide the immediate and near-term financing necessary to take Century to a position to draw the senior secured financing Century is arranging for its Lamaque Project from Fortis Bank."

About Century Mining Corporation

Century Mining Corporation is an emerging mid-tier gold producer that is aggressively acquiring producing mines and exploration properties in Peru in addition to its Canadian projects. The Company owns and produces gold at the Lamaque mine in Québec that historically has produced over 9.4 million ounces of gold. In Peru, Century wholly-owned subsidiaries own an 82.6% interest in the San Juan Mine where the Company accounts for 100% of gold production.


"Margaret M. Kent"

Chairman, President & CEO

The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the contents of this press
release.

8 comments:

The Ref said...

*&))_*_+%_()+)U+IJ&)

???????

Sure is a lot of tentacles there. I am afraid that I will have to request opinion from one of our more savy investors here so that I may understand the financing... TIA

Mike

Carib said...

Mike, those are certainly loan shark rates worse than anything else I've seen for debt financing of miners lately, but considering the crisis in the financial circles in the past few days, I guess any financing can be of some comfort.

If we draw down the full $3.5 million it will cost us over $600,000 in fees and interest and 15 million shares. Still that's way better than if we had to do a $3.5 million PP at 5 cents with warrants as that would have resulted in 140 million shares of dilution.

What this financing does is buy us the time needed to close the Fortis financing. Based on the MRI financing announcement, this is not yet a done deal because it doesn't close for 3 weeks. In 3 weeks the company should have a reasonable idea of whether or not there is a very good chance of getting the Fortis financing as the technical due diligence report will have been received by that date. If it is positive no doubt we'll get the first $1.4 million installment, otherwise it might be another situation like MRI and we'll have to sell either Lamaque or SJ. That is still the key to the viability of the company going forward. In that regard, the reversal in the POG is a big help.

I wasn't too thrilled with the secondary $200k convertible note financing to an officer and director of the company. That financing is convertible into 4 million shares at 5 cents and comes with an equal number of warrants exercisable at 7 cents.

I think one can be pretty sure that this officer is PK and therefore, assuming that the company survives this cash crunch, she will have been well rewarded for her incompetence that allowed her the opportunity to acquire 4 million shares for $200k and more importantly the option to acquire 4 million more for $280k.

What is particularly onerous is that the $200k is secured by "a package of exploration properties". There could certainly be a conflict of interest here depending what that "package of exploration properties" is worth.

We were told on the last CC that insiders weren't in a position to do any insider buying because they weren't receiving salaries. (Better to wait for the price to go lower and get warrants with your shares.)

production05 said...

Century's financing appears to be typical of the best type of finaning offer out there in the marketplace for small companies. Here is part of an article that was posted on TheGlobeAndMail.com a couple of days ago. Pay extra attention on the last paragraph.

Here it is:

"Casimir and its Canadian partner, law firm Ogilvy Renault LLP, have been raising money for Canadian miners using bonds sold to New York hedge funds. The hedge funds demand big returns so the costs to the companies are high - 20 per cent in some cases, with interest paid up front."

"But at least there's money to be had for the companies that have used the structure, which include Firstgold Corp. and Northern Star Mining Corp., Mr. Sands said. With equity markets still in the doldrums, Mr. Sands expects to close one such deal a week, he said."

'The issuers initially think it's insane, but the guys who are doing it, I promise you, are the only guys in Canada walking around with cash," Mr. Sands said.'

production05 said...

Although it wasn't reflected in the share price today, the upswing in gold price is huge for Century. It has already been mentioned that it increases our changes of closing the Fortis deal. However, here are a few other important benefits also:

1) If it turns out that we need to sell either Lamaque or San Juan, it increases the marketability of those properties.

2) The money raised today will supplement quarterly funds already being generated from San Juan. Assuming we are now back to regular operations with 4,000 ounces of production per quarter effective, and Q2's $460 (rounded up) cash cost, the current gold price of $860 will provide us with $1.6M in operating profit in Q4. The $1.6M should be sufficient to cover costs for the Lima office, address quarterly mind development needs and assist heavily with Corporate expenses.

If the gold price goes to $1,000 (and is sustained) then San Juan's quarterly operating profit could go to $2.16M in Q4 (using the same assumptions).

3) As most people may know, Century has 3,200 ounces sitting in inventory at Lamaque. Those ounces will be sold and the proceeds used to pay off the $2.15M owed to Gerald Metals - expected to occur in Q4. If Century sells those ounces right now then it will provide $2.75M in cash. Century would then be able to pay off the $2.15M, and would be able to keep the difference of $.6M. However, if Century waits to sell those ounces until the gold price hits $1,000 at anytime over the next 3+ months then the sale would generate $3.2M, with $1.05M cash left over for Century.

roxy14 said...

Anybody notice this recent job
posting ny Century?

http://www.infomine.com/careers/jobs/listings/2.301107/vice.president.south.american.operations.aspx

roxy14 said...

Oops that link didn't work.
Just look under job postings
under information links.

Peggy Sue said...

Carib is right... the $200k convertible note financing is to Peggy Kent and it is egregious! I have written her the email below. Will others write to her as well? Can we circulate a petition? Thoughts?

Dear Peggy Kent,

For this $200k convertible note, why are you taking from the company:
- 15% interest (vs. 12% for Trafalgar)
- 4 million shares at $0.05
- FULL WARRANT COVERAGE of 4 million warrants at $0.07
- full collateral in the form of security of exploration properties???

The company has been at the brink for several months as a direct result of mismanagement and now you are rewarding yourself for this at the expense of shareholders like myself. I have almost as many shares in this company as you currently have, which I have acquired in the open market. Now you are SELF-DEALING yourself an additional 8,000,000 "options." In effect, you are rewarding yourself now, at this late hour, for what has been atrocious corporate performance. This is egregious, unethical, and should be illegal.

I was under the impression given by representatives of Century that when the earlier CTO order was lifted, that you and management would be buying shares in the open market. This was another broken promise.

I urge you now, to reduce or elimenate the convertible feature of this loan and to remove the warrant coverage feature - both of which may be good for you but HURT your SHAREHOLDERS.

I am prepared to discuss this with you. I'll be contacting other shareholders to join me in this appeal to you, as well as counsel to review the legality of this proposed part of the transaction.

Regards,

Peggy Sue said...

This was the final draft just emailed. Please join me in emailing and calling the company and directors.

Peggy,

For this $200k convertible note, why are you taking from the company:
- 15% interest (vs. 12% for Trafalgar)
- 4 million shares at $0.05
- FULL WARRANT COVERAGE of 4 million warrants at $0.07
- full collateral in the form of security of exploration properties???

This seems really excessive and punitive to your shareholders like me.
The company has been on the brink for several months and now you are
SELF-DEALING yourself an additional 8,000,000 "options." In effect,
you are rewarding yourself now, at this late hour, for what has been
atrocious corporate performance. This is egregious, unethical, and
should be illegal.

Prior to the last conference call, I was under the impression given by
representatives of Century that when the earlier CTO order was lifted,
that you and management would be buying shares in the open market.
This never occurred.

As a shareholder of Century (aside: I have acquired nearly as many
shares as your current holdings) I urge you now, to reduce or
eliminate the convertible feature of this loan and to remove the
warrant coverage feature - both of which may be good for you but hurt
your shareholders.

I am prepared to discuss this with you. I'll be contacting other
shareholders to join me in this appeal to you, as well as counsel to
review the legality of this proposed part of the transaction.

I wish Century 100% success in completing the Trafalgar and Fortis
financings and in recovering shareholder value for all of us.

Regards,