Thursday, September 24, 2009

Some thoughts

Etruscan’s Special Meeting of the Shareholders notice was filed and was posted on SEDAR on Sept. 15’09 by Etruscan’s lawyers. It means Etruscan’s financing deal with Endeavour was in the works prior to Century’s announcement on Sept 15’09.

Finskiy’s people currently occupy 2 seats on Etruscan’s Board of Directors. In all likelihood Etruscan’s BoD was aware of the Endeavour negotiations. If the Etruscan’s BoD was aware then one would think that Finskiy’s 2 BoD reps would be aware, thus Finskiy would likely be aware also.

If Finskiy was aware of Endeavour’s high probability of financing Etruscan then it means that he still entered into the Century deal even with this knowledge. As a result, it would mean that he knew that this was a strong possibility. If such is the case then I don’t see how Etruscan going in a different direction is a deal breaker for him and Century.

Quite frankly, I even figured that it was highly possible that Etruscan could seek financing elsewhere by the time our deal closes shortly after Oct. 27th (if they weren’t interested in a business combination). Although, I had hoped that Etruscan’s management would see the benefits on a business combination between Century and Etruscan that would have equated to 300,000 ounces of annual production over the next few years, US$425 – 450 cash op cost per oz, 9 million (plus) 43-101 ounces in the ground, all operations located in safe countries, greater asset diversity (where difficulties with 1 asset cannot fully collapse a company) and excellent exploration properties in some of the most strategic locations in the world. This type of company typically trades for C$1.5 billion to C$2.0 billion in this US$1,000 gold price environment (once Etruscan’s hedges were disposed of). This would have been worth $3.00 to $4.00 per share for both Century and Etruscan shareholders, as a combined company. Some companies even trade higher, such as Red Back Mining, with nearly C$3.0 billion in market cap (but with more expected production).

I think this is the vision Finskiy, Scola and Century’s management has for Century. I think it now pushes out the timelines with Etruscan going in a different direction, but I don’t think it changes the long-term growth strategy. Century still has the core assets to be used as foundation in moving towards this.

If Finskiy had knowledge beforehand of a possible Endeavour financing to Etruscan (which it appears that might have been a strong possibility) then he entered into the Century deal knowing that it could come to fruition.

Of course it’s impossible to know what direction both Finskiy and Scola will go, but if this Etruscan financing doesn’t come as a surprise to me then it shouldn’t have been a surprise to them either.

I have absolutely no idea what they are thinking right now about the Century financing. I suppose anything is possible. It would just be odd if Etruscan going in a different direction turns out to be a deal breaker for the Century deal, given that it was a highly probable outcome when Finskiy and Scola announced the deal with Century. Finskiy and Scola will own 44% of Century with conversion of the warrants. They would easily get back to 50.1% with a future financing or by backing shares on the open market – getting back to 50.1% is not an issue, plus they will still likely have majority representation on the BoD.

Again, I have absolutely no idea what direction Finskiy and Scola will go. Although, I do hope they stay with the plan of using Century as their preferred vehicle for gold investments. Based on the NR, it doesn’t sound like that was an overnight decision. They said they spent the last few months evaluating numerous opportunities before selecting Lamaque and Century as the core upon which they will base their portfolio. Is that core still intact today? The answer is yes.

From the Sept. 15’09 NR:

“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.”

“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.’"

Wednesday, September 23, 2009

Century Mining to forego acquisition of Etruscan shares

I guess we don't get the C$11M in extra cash (we still get the original C$46.5M, plus the C$15M contingency warrants), but at least we will now issue 62M less Century shares. Hopefully the deal closes alright. Our new investors can still use Century as the same type of growth vehicle. There is huge share price appreciation still to be realized just from Century's assets alone (Lammaqe and San Juan). Also, for down the road, there are plenty of other emerging gold producing companies out there to merge with. Etruscan was not the only one. As such, it shouldn't change the long-term growth vision of the new shareholders. The gold price is expected to be strong for a long time. Century's share price has been suppressed for ages now. Unlocking it will be very rewarding for the new investors.


Here is Century's NR:

3:43 PM ET, September 23, 2009

BLAINE, WA, Sep. 23, 2009 (Canada NewsWire via COMTEX) -- - $20 million private placement proceeding as planned -

Century Mining Corporation (CMM: TSX-V) announced today that it will no longer proceed with the acquisition from Kirkland Intertrade Corp. all of the outstanding shares of 2190776 Ontario Inc. whose sole assets are 26,315,789 common shares and 6,890,741 share purchase warrants of Etruscan Resources Inc.

Century also confirmed today that the Company will proceed as planned with the $20 million private placement to Kirkland Intertrade Corp. (Kirkland") and Gravity Ltd. ("Gravity") announced on September 15. At the close of this transaction, Kirkland and Gravity will own 35.0% of the outstanding shares (44.1% after exercise of warrants) of Century. Regarding shareholder approval of the transaction, Century will hold a special meeting of shareholders on October 27, 2009 for the purpose of, among other things, approving the acquisition by Kirkland and Gravity of more than 20% of the outstanding shares of Century. As previously announced, Kirkland and Gravity will also provide Century with a $4 million bridge loan facility to address the Company's immediate working capital needs. The bridge loan is in final documentation and is expected to close by October 2, 2009.

On September 15, 2009, Century announced that it would issue 44,000,000 common shares of Century as consideration for the above-mentioned shares of Etruscan, and as a result Century would hold 19.9% of Etruscan assuming exercise of these warrants. Century also announced on the same day that it would 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 an additional 16,843,850 common shares of Century.

In consultation with Kirkland, it was decided that as a result of the private placement announced by Etruscan today, Century's proposed acquisition of the Etruscan shares would amount to a significantly lower percentage of the total outstanding Etruscan shares than originally intended by Century. The Company understands that subsequently Kirkland has agreed to sell its interest in Etruscan.

Margaret Kent, President and CEO of Century commented, "We are very disappointed that Etruscan has decided to pursue other alternatives in the financing of its operations. Century's management team has extensive experience in the banking community and the restructuring of debt. We anticipated a possible business combination with Etruscan that we believe would have added value for the shareholders of Etruscan. Century is now working closely with our new investors to close the proposed equity deal, and keep the startup of gold mining operations at Lamaque on schedule."

I wonder if Century will get at least C$11M from today's Etruscan deal

At least C$8M from the sale of the 26.3M outstanding shares and from sale of warrants. Also, at least C$3M from settlement of the US$3 Convertible Promissory Note and associated warrants. If Etruscan's deal closes first then Finskiy may still give this cash to Century in exchange for his announced allotment of shares in Century. The today's announced $.30 price is pretty much the same price that Century was paying for those Etruscan shares so that is not a factor.

If Finskiy continues with Century's deal then it means that Century gets C$57.5M in cash at closing, instead of C$46.5M. Plus, there is also the C$15M when they choose to convert the warrants. That means we could have a cash pool of C$72.5M.

Tuesday, September 22, 2009

Etruscan - Special Meeting of Shareholders scheduled for Oct. 22'09

A note is posted on Sedar, under Etruscan. It was posted on Sept. 15'09 - same day as Century's financing announcement. It doesn't provide details, but states that the meeting to be conducted is categorized as "Special".

Century needs Etruscan's shareholders to waive the application of Etruscan's shareholder rights plan in order for Century to purchase the US$3 million promissory note of Etruscan (convertible under certain circumstances into common shares of Etruscan). Of course, this is completely independent of Century's financing efforts and Century's purchase of the 26.3M Etruscan outstanding shares. This does not impact the deal one way or the other.

It doesn't say what items Etruscan will be discussing at the Special Meeting, but hopefully Century's item will make it onto the agenda.

This was from Century's NR on Sept. 15'09:

"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")."

Century Mining Closes Flow-Through Share Financing

BLAINE, WA, Sept. 22 /CNW/ - Century Mining Corporation (CMM: TSX-V) announced today that it has closed a non-brokered private placement of 7,857,143 flow-through shares at a subscription price of C$0.14 per flow-through share for gross proceeds of C$1.1 million. This financing was originally announced on September 2, 2009. Century paid a finder's fee of 6% cash, and broker warrants equal to 6% of the number of flow-through shares purchased by investors introduced to the Company. All of the securities issued under this private placement are subject to a four-month hold period.

The proceeds from this offering will be used for the ongoing Vulcan computer modeling project, which is currently defining additional resources at Lamaque from the 2,000 to 3,000 foot levels, as well as further geological studies at Lamaque and the surrounding properties.

Thursday, September 17, 2009

The Special Meeting of Security Holders set for Oct. 27'09

The meeting is set for 42 days after the announcement. The date is within the 45 day close off timeframe. Hopefully 3 days is enough to close it off once shareholders approve the deal in about 40 days from now. If all the documents are in order then it should be. At least they have now published a firm date. Everything has been negotiated already and disclosed to the public, including names of the high profile investors (at least on the equity front). No haggling on jurisdiction type issues will be required, like the recent Far East financing situation. Also, no uncertainty about whether the investor will be forced to suddenly freeze investments due to being in the middle of Supreme Court (type) decisions, in the height of the greatest financial/economic meltdown in 80 years, like the Fortis situation. Everyone involved in this venture seems to want to immediately capitalize in the once in a lifetime opportunity the high gold price has presented to us, to create significant value via powerful public market forces. This is what is seems like anyway. If such is truly the case then the next 45 days should go smoothly.

The meeting info is on Sedar:
Meeting Location (if available): Vancouver Club 915 W. Hastings St. Vancouver BC

C$3M - $5M could be left over for San Juan Expansion

(STATED IN $000s)

1) Available Cash from Finskiy, Scola and Prepaid Gold Sales financings

Equity = C$19,600 (C$20M gross, we pay only 2% fees)
Prepaid Gold Sales = C$26,620 (US$25M, we pay no fees)

Available Cash = C$46,220


2) Expenditures in first 12 months to restart Lamaque

The data was taken from the report prepared for Fortis. Some costs may require changes, but they should still be in the ballpark.

U/g development - US$11,584
U/g utilities - 299
U/g equipment (see note below) – 5,118
Mill and processing – 1,291
Surface equipment - 786
Surface infrastructure – 1,030
Sustaining capital - 128

Sub-total = US$20,236 (C$21,547)

Warehouse inventory – 1,878 (C$2,000)

Outstanding Quebec payables – 9,392 (C$10,000, there is currently C$16.6M in company wide payables on the books including San Juan, but there is also C$6.1M receivables, thus a net eventual payout of C$10 is probably still reasonable)

G&A – 2,818 (C$3,000)
Environmental bond – 1,127 (C$1,200)
Lamaque resource upgrade – 939 (C$1,000)

Expenditures to restart Lamaque = US$36,390 (C$38,747)

Notes:
These expenditures no longer apply:
US$3,035 Contingency (I’ve built in contingency elsewhere below)
C$5,000 Escrow Overrun Account
C$9,000 IQ repayment (IQ will still be with us)
C$2,500 Bridge Repayment (the new $4M bridge loan is just an advance of the C$46.2M financing, and doesn’t involve other investors that need to be repaid)


3) Possible Surplus Cash

Available Cash = C$46,220

Expenditures to restart Lamaque - C$38,747
Possible leased equipment – (C$5,000) - they should be able to purchase most of the equipment with capital leases, which pushes out the payments over several years
Contingency and Working Capital – C$5,000
To clean up remaining small items on the Balance Sheet – C$2,000

Total Cash requirements in the first 12 months = C$40,747

Possible surplus cash to expand San Juan = C$5,473 (C$46,220 – C$40,747)

If that doesn’t work out then there is also the C$15M contingency that can be accessed at any time (by either exercising the warrants or doing private placements, depending of if the share price is above $.30 or below).

GM position posted

See "Century Job Openings" to the right. Closes Nov. 17'09.

Technical help? - this could be huge for us

“Maxim Finskiy and Fran Scola, in a joint comment, said, ‘……. Our plans are to support Century, both financially and technically, in order to enhance the value of our share position.’"

It looks like our new investors are willing to supply more than just money, but technical expertise also.

From EET’s Sept 2’09 NR: “Operations at Youga are under the direct supervision of Etruscan's Chief Operating Officer, Stephen Stine, who has been based at site since early May. Mr. Stine's mandate is to optimize operations at Youga to achieve steady state production, and in this regard he is also overseeing the strengthening of the mine management team.”

From EET’s April 23’09 NR: “Gerald J. McConnell, President of Etruscan stated: ‘We are delighted that our new strategic shareholder, Maxim Finskiy, introduced Steve to us and that Steve has agreed to join our senior management team.’”

“He was also recently appointed as a Director of Etruscan”

Stephen Stine appears to be Finskiy’s technical guy. I believe Stine has a consulting company and does consulting work for various companies. It appears as if Finskiy brought him in to clean up EET’s operation. He also occupies 1 of the 2 EET board seats assigned to Finskiy.

Stine appears to have done a great job in spearheading EET’s operational turn around, including overseeing the mine management team. He began working at the site in early May’09. Here is the mine production since then:

*May’09 – 3,626 ounces
*Jun’09 – 5,127
*Jul’09 – 6,093
*Aug’09 – 6,526

I can see Finskiy bringing Stine over to Century to provide his technical expertise on Lamaque, while continuing to support Etruscan also (he might afford to spend far less time with the Etruscan mine once everything is up and running, one he puts good supporting staff in place).

Century will take over Finskiy’s 2 positions on EET’s board. I can see Stine remaining in 1 of those 2 positions. I can also picture him being appointed to Century’s board, if he does indeed provide technical support to Century.

If Stine is not available then I’m sure Finskiy and Scola will find another A grade technical expert to drive Lamaque’s success. This might be why the GM position was never announced.

This could end up being the best part of the entire deal, if it comes to fruition.

Wednesday, September 16, 2009

Carib, request

My understanding is that Cannacrap was at it again yesterday, by selling heavily at the close - they knocked the share price down substantially and eliminated the positive upward movement.

Were they responsible for today's situation as well. Either way they can't hold it down forever. Century becomes a new company, in a US$1,017 gold price environment, once the deal closes in 45 days. Actually, work starts immediately and we receive a get a $4M bridge loan in 14 days. Cannacrap and others can manipulate/suppress the share price in the short-term, but they can't stop the company from taking positive steps towards moving forward. I assume "immediately" means early stage work (i.e. placing orders, initiating the recruitment efforts, ground preparation onsite, finalizing deal to get the new Lamaque GM onboard) towards restarting Lamaque has begun.

Can you post the trading details when/if you get the chance? Thanks!

Tuesday, September 15, 2009

Summary of Etruscan Resources

1) Production and Cash Cost Per Oz

Etruscan is starting to shape up well. Their Youga Mine is in Burkina Faso, West Africa. Burkina Faso is the poorest country in Africa (or amongst the poorest). The government owns 10% of Youga and they are extremely mining friendly. They look to the mining industry to generate a lot of jobs. They expect mining to be the top industry in Burkina Faso for a very long time into the future. The West Africa region itself is the most mining friendly region in Africa, by far.

Youga achieved commercial production in Jul'08 and made really good progress in ramping up production ounces in their Q4'08 timeframe (their reporting quarter is 1 month ahead of the calendar quarter):

*Sep’08 – 6,572 ounces
*Oct’08 – 7,457
*Nov’08 – 7,136

Their steady state production level is 7,000 ounces per month. They achieved that level in Q4’08. They also realized a cash op cost per oz of US$480. However, they experienced a couple of significant setbacks for the next 7 months after that point - Dec'08 to Jun'09. Their production and cash costs were severely impacted. They said the 2 primary problems were related to temporary power issues (until the permanent power line is put in place) and lower than forecast drill rig availability for the blasting of ore and waste. It appears as if solutions have been put in place to mitigate the problems, and the company continues to make improvements. As a result, their production output has picked back up over the past couple of months:

*May’09 – 3,626 ounces
*Jun’09 – 5,127
*Jul’09 – 6,093
*Aug’09 – 6,526

They are getting back closer to the 7,000 per month steady state production level (90% belonging to Etruscan). A 7,000 ounce per month production level represents an 84,000 ounce annual target for Youga. The annualized run rate based on the August production level is 78,312 ounces. It would be good if they could get back to the US$480 cash op cost per oz level – US$450 will probably be in reach once they get both production and grade up to planned levels, and perhaps even US$400 if they are really successful.

It’s crucial for them to demonstrate that they could deliver at the 7,000 oz per month level in the near future.


2) Reserves and Resource

Youga (Burkina Faso) - 90% = 481,000 ounces
Agbaou (Cote d'Ivoire) - 85% = 481,000
Finkolo (Mali) - 40% = 0

Total Reserves = 962,000 ounces

Youga (Burkina Faso) - 90% = 958,000 ounces
Agbaou (Cote d'Ivoire) - 85% = 1,094,000
Finkolo (Mali) - 40% = 395,000

Total Resource = 2,447,000 ounces


3) Calls / Hedges

They have puts in place to give them some price protection at a US$629 gold price. They paid for it with some calls. The call price is US$700. They originally had to deliver 246,306 ounces into the call position, but that is now been reduced to 161,792 ounces at end of May’09. I figured, with monthly production level of 7,000 ounces, they will be allowed to sell about 40% of their production ounces at the spot price in 2010, 42% in 2011, 63% in 2012 and 100% every year after that point.

Here is what Total Youga production might look like (assuming 7,000 ounces effective in 2010) for these time periods:

2009 (Jun – Nov) = 37,800 ounces
2010 fiscal yr = 84,000
2011 fiscal yr = 84,000
2012 fiscal yr = 84,000
2013 fiscal yr = 84,000

Here is the profile for the remaining call/hedge book ounces that are still to be delivered (according to their MD&A report) – to be sold at US$700 per oz:

2009 (Jun – Nov) = 30,876 ounces
2010 fiscal yr = 50,682
2011 fiscal yr = 48,750
2012 fiscal yr = 31,484
2013 fiscal yr = 0

Here is what might be available for sale at the spot price:

2009 (Jun – Nov) = 6,924 ounces
2010 fiscal yr = 33,318
2011 fiscal yr = 35,250
2012 fiscal yr = 52,516
2013 fiscal yr = 84,000


4) Primary Debt obligation

Their primary debt balance is now down to C$27M (at end of May’09). Payments are due on a quarterly basis over the next few years (I believe). They will likely need to achieve steady state production levels before start up debt covenants are fully satisfied (I have no info on the current status of any of this). The recent improvements in production will likely benefit Etruscan in achieving this objective in the not too distant future.

Their next largest debt is about C$8M. That debt is not due until their primary debt has been fully paid.

They also have about C$20M in accounts payables (balance at end of May’09).

They also have a few smaller debts (similar to the Convertible Promissory Note Century will be purchasing), but nothing significant.


5) Agbaou Advanced Stage Project

It is located in Cote d’Ivoire in West Africa. It is ready for development once funding is in place. Agbaou is 85% owned by Etruscan.

It is currently targeted for annual production of 82,000 ounces (69,700 for Etruscan), with US$507 cash op cost per oz. I believe they might be updating the feasibility study, and perhaps are expecting improvements in the numbers also. The start up cost is expected to be around US$105M plus working capital. They said that the costs were originally put together at peak market prices and with the assumption of using new equipment. They are reworking the numbers to incorporate more recent (lower) prices and some used equipment.

That’s all of the key areas I can think of right now.

If all goes well with Etruscan, I expect their share price to get back to at least $1.00 within the next 12 months. They use to trade in the $2.00 to $4.00. I think it's a good investment for Century.

A $1.00 Etruscan share price will likely increase the value of Century's investment in Etruscan to the C$30M to C$40 range (enough to offset almost all of Century's debt total, including the Prepaid Gold Sale).

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, 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.

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 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

Friday, September 4, 2009

Century Mining Increases Flow-Through Offering To C$1.1 Million

BLAINE, WA, Sept. 4 /CNW/ - Century Mining Corporation (CMM: TSX-V) announces today that the private placement of flow through shares announced on September 2, 2009 will be raised from C$400,000 to a maximum of C$1.1 million, due to increased investor interest in the offering. All other terms and conditions remain the same as announced on September 2. Century expects the financing to close on September 9, 2009.

Wednesday, September 2, 2009

Century Mining Announces C$400,000 Flow-Through Financing

BLAINE, WA, Sept. 2 /CNW/ - Century Mining Corporation (CMM: TSX-V) today announced that, subject to regulatory approval, it will complete a non-brokered private placement of up to C$400,000 comprised of flow-through shares.

The Company will issue 2,857,143 common shares on a flow-through basis at an issue price of $0.14 per share.

The Company will pay Union Securities Ltd. for introducing subscribers to the Company a finder's fee of cash equal to 6% of the aggregate gross proceeds, and broker warrants equal to 6% of the aggregate number of flow-through shares. Each broker warrant shall be exercisable for 18 months from the date of issue and shall entitle the holder to purchase a common share of the Company for a price of $0.14. The flow-through share issuance is subject to approval by the TSX Venture Exchange. All of the securities issued under these private placements will be subject to a four-month hold period.

The proceeds from this offering will be used for the ongoing Vulcan computer modeling project, which is currently defining additional resources at Lamaque from the 2,000 to 3,000 foot levels, as well as further geological studies at Lamaque and the surrounding properties.

Margaret Kent, President and CEO of Century commented, "As discussed in the announcement of the Company's second quarter financial results, a special committee of the Board of Directors is reviewing proposals for a major project financing that is expected to close this fall. In the meantime, Century is continuing work on Vulcan computer modeling project for Lamaque."