Tuesday, September 15, 2009

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

2 comments:

production05 said...

The Onexim Group was launched by Mikhail Prokhorov (currently the richest person in Russia and the 40th richest person in the world). Prokhorov is currently the President of Onexim.

http://en.wikipedia.org/wiki/Mikhail_Prokhorov

http://www.onexim.org/about/team/

Anonymous said...

If this goes through, it's better then i could have hoped for, when they turned down the loan concept a while ago.

We will have ~360M shares flowing
About 50M(US)in our treasury
16-17% of Etruscan which is about 8-9 million $C dollars. The warrants have a legitimate price also, around 0,5$, but i don't think we may earn much from them. I am interested in the the other deal with Etruscan though which they don't want to tell us fully.

I have looked up Etruscan cashcosts and they have varied much, but if they can do it around $500 ( which they are supposed to ), this 15-20% interest will be good( for 44M Century shares ) or atleast a good chance to diverse the risk for Century. So i guess
( with the info. we got
right now ) that Century will produce 80-90k Ounces in 2010 if all goes according to their plans.

Also, the 50M .30 warrants is ok for me. And with 50M US in treasury they could destroy the capital deficiency risk + to get Lamaque going. 20k O next year at SJ will be break even financially for the 10 000 delivered ounces at the current gold prices.

juha