05:06:27 EDT Mon 30 Jun 2025
Enter Symbol
or Name
USA
CA



Century Mining Corp
Symbol CMM
Shares Issued 440,456,141
Close 2011-07-12 C$ 0.275
Market Cap C$ 121,125,439
Recent Sedar Documents

Century Mining shareholders appeal to regulators

2011-07-12 10:40 ET - News Release

Also News Release (C-WTG) White Tiger Gold Ltd

Mr. Dennis Jerrett of StockIgloo reports

CENTURY MINING MINORITY SHAREHOLDERS SEEK REGULATOR REJECTION OF THE PROPOSED CENTURY MINING AND WHITE TIGER MERGER DUE TO VIOLATIONS

StockIgloo, representing a group of minority Century Mining Corp. shareholders, is requesting that the Ontario Securities Commission, the British Columbia Securities Commission, the Toronto Stock Exchange and the TSX Venture Exchange deny the required approval of a plan of arrangement (business combination) between Century Mining Corp. and White Tiger Gold. The shareholders are making this request due to the fact that Century was in violation of both Section 105(3) of the Canadian Business Corporations Act (CBCA) and the Century shareholders agreement.

Background (Jan. 24, 2011, to Feb. 22, 2011)

The SEDAR document titled first loan agreement filed on March 21, 2011, states "The Lender (White Tiger) and the Borrower (Century) have entered into a letter of intent dated January 24, 2011 ... pursuant to which the Lender (White Tiger) made a non-binding proposal to acquire all of the issued and outstanding securities of the Borrower(Century) pursuant to a share exchange take-over bid or plan of arrangement."

The arrangement agreement filed by Century on SEDAR states that, "White Tiger and Century have previously entered into a non-binding restated and amended letter agreement, dated February 17, 2011 and accepted and agreed to by Century on February 18, 2011 (the "Letter Agreement") establishing the general terms for such acquisition."

On Feb. 22, 2011, both Century and White Tiger filed on SEDAR the notice for the plan of arrangement special meeting (titled "A notice of the meeting and record date") for the respective shareholders of each company. Both documents are identical in naming April 12, 2011, as the meeting date and March 8, 2011, as the record date for voting and the notice. Of note, the respective shareholder special meetings, with regard to the plan of arrangement, have since been pushed back to Aug. 19, 2011, as filed on SEDAR by both companies.

Commentary

During the stated time period, Century had five directors on its board and only one of those directors was a Canadian resident. This is an indisputable violation of Section 105(3) of the CBCA which states "at least twenty-five percent of the directors of a corporation must be resident Canadians." While it is understood that this requirement may not be met temporarily due to circumstances such as resignation or death, this was not the case for Century. In fact, Century failed to nominate the required number of Canadian directors for the previous AGM on June 11, 2010. Century was in violation of the CBCA throughout the whole process of conceiving, planning, negotiating and agreeing to the terms of the plan of arrangement.

Shareholders agreement

The shareholders agreement, dated Dec. 29, 2009, and filed by Century on SEDAR, states in Section 4.1(a)(ii): "at the first meeting of the shareholders of the Company following the date of this Agreement, the number of directors shall be increased to seven." The agreement specified that the board include an independent chairman as one of the seven directors.

Commentary

Not only did Century fail to nominate seven directors for the June 11, 2010, annual general meeting (AGM) in accordance with the agreement, but of the six directors nominated, there was no independent chairman nominated and only one of the six nominees was a Canadian resident. Furthermore, when Margaret Kent, former chairman and chief executive officer, resigned from the board of directors on July 28, 2010, a majority of the remaining directors were Maxim Finskiy (White Tiger executive chairman) nominees. The Century board was improperly constituted, thus in violation of the agreement, when they unanimously agreed to the plan of arrangement. The Century board continues to be in violation of the agreement as of the writing of this document.

It is the shareholders expectation that the OSC, BCSC, TSX and the TSX-V will deny the required approval of the plan of arrangement in the face of these clear, indisputable and willful violations of both the CBCA and the Century shareholders agreement. Century's actions were in violation of the CBCA and the shareholders agreement preceding and during the course of planning, initiating, amending and agreeing to the plan of arrangement.

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