Check list for the major PP to close

Of course it is impossible to know if there will be any show stoppers on Finskiy and Scola's side, however, with the $4M bridge FT PP (potentially) now fully closed off I do not see any obvious show stoppers on the list.

Below are the conditions (taken from the Circular) along with my comments in bold:

The closing of the Private Placement is subject to, among other things, the following conditions:

(a) the Investor shall have completed customary due diligence in respect of the Company, and the results and assessment thereof shall be satisfactory to the Investor in its absolute discretion;

This was likely completed prior to the issuance of the circular, and especially since Finskiy and Scola have been working with Century for maybe 2.5 - 3.0 months now.

(b) there being no material change in the business condition (financial or otherwise), operations, performance or prospects of the Company at the time of Closing;

This looks to be fine, assuming the Lamaque operating license is in good status (which appears to be the case). Worst case scenario, Century now has $4M in bridge cash plus, good cash flow generated out of San Juan and about $350K representing the liquid portion of its strategic investments that can be turned into cash in an emergency situation.

(c) completion by Century and agreement by the Investor on the business plan and/or model;

This is a no brainer. It should have been completed a while ago, with agreement by not just Finskiy and Scola but by also the international bank. The process would have never gotten this far otherwise.

(d) the amendment of Century’s Rights Plan in form and substance satisfactory to the Investor (see “Amendment to Shareholder Rights Plan” below);

Will be easily approved on the 23rd.

(e) an agreement shall have been entered into with respect to either a buy-out or renegotiation of the long term note held by Investissement Québec, on terms satisfactory to the Investor acting reasonably;

Should be no issues here. IQ have been amazing partners along this journey. We owe them a big thank you once we back on more stable grounds.

(f) three members of the Board, currently contemplated to be Messrs Ambrose, Burns and Campoy, shall have resigned from the Board; the Investor’s nominees to the Board shall have been duly appointed to the Board and the independent director shall have been appointed to the Board and shall have been elected Chairman of the Board (see “Board of Directors” above);

I see no issues.

(g) the Board having established the Operating Committee with a mandate satisfactory to the Investor in its sole discretion, including the right of the Investor to appoint 50% of the members of the Operating Committee, and the appointees of the Investor having been appointed thereto (see “Operating Committee” above);

I see no issues.

(h) receipt of such regulatory and shareholder approvals as may be required on terms satisfactory to the Investor, acting reasonably;

TSX-V has already conditionally approved the deal and shareholders will approve on the 23rd.

(i) each of Ms. Kent, Mr. McNutt and Mr. Meschke shall have negotiated and executed new employment contracts with Century, on terms and conditions satisfactory to the Investor, recognizing the change in control and containing provisions for salary, bonus and benefits similar to those in the current contracts but with notice periods for termination of no less than six months, and incorporating provisions for existing executive stock options to be continued under the new contracts;

I see no issues.

(j) execution and delivery of definitive agreements, including, but not limited to, subscription agreements and a shareholder agreement between the Investor and Century (see “Shareholder Agreement” below);

I see no issues.

(k) closing of the Flow-Through Offerings;

Done (pending Century's conformation NR) - a significant milestone in the process.

(l) closing of the Project Financing on terms and conditions substantially the same as disclosed to the Investor and otherwise satisfactory to the Investor; and

I see no issues.

(m) evidence that available funding after the Private Placement is sufficient to provide Century with adequate working capital to fund the development and operation of the Project during the 12 months following the Closing date (which condition shall be satisfied no later than 5 days prior to the Closing date and the Investor shall advise Century of the fulfilment or non-fulfilment thereof on or prior to such
date).

Progressing well.