Summary of TSX-V approvals

Based on observations of Century’s efforts to close the deal, it’s probably wise for us to make the following 2 key conclusions:

1) All transactions involving the issuance of new shares likely require separate TSX-V approval.

2) The key (if not all) liens on Century assets likely required elimination prior to the $33M deal closing with the International Bank – banks typically like Balance Sheets (and asset claims) of junior companies to be clean and tidy prior to closing debt financing deals.


Summary of transactions requiring/likely requiring separate TSX-V approval prior to the major deal closing:

1) The IQ Debt retirement proposal (issuance of 5M shares) has already been approved by the TSX-V.

2) The $21M PP financing has already been approved by the TSX-V. There may be other minor customary conditions (per note below), but I believe the primary conditions set out by the TSX-V have been pretty much addressed. The voting was 99.23% in favour of the deal so I don’t see disinterested shareholders’ approval as being an issue.

PP Circular, SEDAR, Oct. 29’09:
“Exchange Approval
The Exchange has provided its conditional acceptance to the Private Placement subject to the Company obtaining disinterested shareholders’ approval on the creation of new Control Persons and other customary conditions of the Exchange, including the Company issuing a press release with respect to increasing the size of the Private Placement from $20,000,000 to $21,000,000.”

On Nov. 26, Century issued an NR about $4M of the $21M (which was expected). Now, here is where it gets a bit confusing to me. It’s not clear if the $4M needs an additional approval from the TSX-V (even though it was already part of the $21M approved). The Nov. 26 NR stated that the $4M is subject to TSX-V approval. It could be that they were referring to the (bigger) $21M conditional approval process.

It has been over 3 weeks since that Nov. 26 NR was issued and I still haven’t seen TSX-V issue a separate bulletin note about the $4M. Also, Century hasn’t closed off the $4M via separate NR either. Perhaps they are still treating the $4M as part of the $21M for TSX-V approval and close off purposes.

3) Royalty buyout from Teck Resources. The December 24th major financing close off could become a tight squeeze due to this transaction. With 1,500,000 shares being issued, (using our conclusions from above) it could invoke separate approval from the TSX-V. The NR was issued this past Wednesday (2 or 3 business days ago). Can we get approval by the TSX-V on Monday, Tuesday or Wednesday of next week – leaving just enough time for final circulation and approval of the overall package by all parties? It’s possible, but it might be out of Century’s control. Now, TSX-V has a process where companies can file for expedited approval by the TSX-V. Hopefully Century has used the expedited filing approach.

Also, if TSX-V approval for this item is not received in time then can Century just go ahead and close off the larger financing anyway, as this is a minor item (no reason for TSX-V to not approve)? That might be a possibility (I think) as the royalty deal between the key parties has already been agreed to (which is the key). For example, I think small cap companies sometimes spend money from financings as soon as the cash is received due to the level of urgency (then they receive the TSX-V document a few weeks later).

Another option is that they can still close the deal on Dec. 24th with a condition written into the documents stating that money will be released once TSX-V approves the Teck Royalty buyout proposal. Then, the money gets released at the point of TSX-V approval in a week or two later. Theoretically, this should not be a show stopper for the 24th, but only if all parties are willing to participate of course (otherwise it could result in a slight delay).


Off the top of my head, (baring surprises) I don’t see any other remaining transactions that would require both the issuance of new shares (thus requiring TSX-V approval) and needing elimination from the Balance Sheet (or elimination of a claim) to close off the bank deal. I can’t see Century issuing shares for the $1M (potentially) unsecured MRI debt.