19:32:33 EDT Tue 14 May 2024
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Century Global Commodities Corp
Symbol CNT
Shares Issued 98,504,571
Close 2023-05-25 C$ 0.09
Market Cap C$ 8,865,411
Recent Sedar Documents

Century Global arranges $394,018 rights offering

2023-06-02 01:52 ET - News Release

Mr. Sandy Chim reports

CENTURY ANNOUNCES LAUNCH OF RIGHTS OFFERING

Century Global Commodities Corp. is undertaking a rights offering to raise gross proceeds of $394,018. The company will be offering 98,504,571 rights to holders of its ordinary shares of the company at the close of business on the record date of June 9, 2023, on the basis of one right for each one share held. Five rights will entitle the holder to subscribe for one share upon payment of the subscription price of two cents per share. Shareholders who fully exercise their rights under the basic subscription privilege will also be entitled to subscribe for additional shares, on a pro rata basis, if available as a result of unexercised rights prior to the expiry time of the rights offering.

The rights will be listed and posted for trading on the Toronto Stock Exchange under the symbol CNT.RT on a when issued basis commencing on June 8, 2023, and will trade until 9 a.m. Pacific Time on July 7, 2023. The rights will expire at 2 p.m. Pacific Time on July 7, 2023, after which time unexercised rights will be void and of no value.

The rights will be offered to shareholders resident in: (i) all provinces and territories of Canada; and (ii) in Hong Kong. Shareholders will be presumed to be resident in the place shown on the securities register, unless the contrary is shown to the company's satisfaction. Neither the notice (defined below), nor the circular (defined below) is to be construed as an offering of the rights, and the shares issuable upon exercise of the rights are not offered for sale in any jurisdiction outside of the eligible jurisdictions, including in the United States, or to any shareholders who are resident in any jurisdiction other than the eligible jurisdictions. Details of the rights offering are set out in the rights offering notice and the rights offering circular dated May 31, 2023, which are filed on SEDAR under Century Global's profile. The company expects to close the rights offering on or about July 14, 2023, but in any event no later than July 28, 2023.

Pricing of the rights offering is mandated by Toronto Stock Exchange rules, which require the company to offer all existing shareholders a significant discount to purchase new shares to provide a meaningful incentive to all shareholders to participate in the rights offering. The company currently has 98,504,571 shares issued and outstanding. Upon completion of the rights offering and assuming all rights are exercised, the company will have 118,205,485 shares outstanding, of which the shares issued under the rights offering represent 16.67 per cent.

The notice, rights direct registration advices and subscription forms will be mailed to shareholders resident in the eligible jurisdictions. Registered shareholders who wish to exercise their rights must forward the completed subscription form, together with the applicable funds, to the rights agent, TSX Trust Company, on or before the expiry time. Shareholders who own their shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

Each ineligible holder will be sent a letter describing how ineligible holders may, in the company's discretion, participate in the rights offering, provided such ineligible holder satisfies the company that, among other things, the distribution to, and exercise by, such ineligible holder of the rights in the rights offering: (i) is not unlawful; and (ii) is exempt from any prospectus or similar filing requirement under the laws applicable to such ineligible holder or the laws of such ineligible holder's place of residence and does not require obtaining any approvals of a regulatory authority in such ineligible holder's place of residence. The notice to ineligible shareholders will have attached a form of exempt purchaser status certificate to this effect.

Brokers cannot exercise the rights on behalf of beneficial ineligible holders of shares, unless the ineligible holder has completed an exempt purchaser status certificate and has provided same to the company through the applicable broker.

After June 30, 2023, the rights agent will attempt, on a commercially reasonable basis, to sell the rights of ineligible holders (other than those shareholders from whom the company accepts subscriptions) over the facilities of the Toronto Stock Exchange. The rights agent will mail cheques representing the net proceeds, without interest, from such sales.

Sandy Chim, Thriving Century Ltd. and Ivan Wong, insiders and related parties (as such terms are defined under applicable securities laws) of the company, have advised the company that they intend to exercise, subject to relevant restrictions, all of their basic subscription privileges.

The company has also entered into a standby guaranty agreement with Mr. Chim and Thriving Century, pursuant to which the standby purchasers have agreed to purchase all of the shares issuable under the rights offering which remain unsubscribed under the basic subscription privilege and the additional subscription privilege. The standby purchasers have allocated 8,051,963 shares available under the standby guaranty for purchase by Mr. Wong. Currently, the standby purchasers hold 18,025,317 shares, representing 18.30 per cent of the company's total issued and outstanding shares. If the standby purchasers acquire all of the shares under the standby guaranty, other than the management allocation, and their basic subscription privilege, the standby purchasers will hold 29,539,550 shares, representing 24.99 per cent of the company's total issued and outstanding shares after the completion of the rights offering.

The proceeds of the rights offering are expected to be used for preliminary costs for exploring/preparing for additional stock exchange listing in connection with the advancement of the development of the company's Joyce Lake iron ore project.

About Century Global Commodities Corp.

Century Global (Toronto Stock Exchange: CNT) is primarily a resource exploration and development company with a large portfolio of multibillion-tonne iron ore projects in Canada, mostly discovered by its own exploration team. It has other non-ferrous metal properties under exploration, as well as a well-established food distribution business (Century Food) in Hong Kong.

The Joyce Lake direct shipping iron ore project

Joyce Lake, its most advanced project, is an open-pit direct shipping iron ore project in Newfoundland and Labrador, close to the town of Schefferville, Que., which is serviced by a rail link directly to ocean shipping iron ore ports at Sept-Iles. The project has completed an updated feasibility study in 2022 and is undergoing environmental assessment. Joyce Lake is held in a special purpose vehicle, Joyce Direct Iron Inc. (JDI), in which Century Global owns 91.6 per cent.

Century Food

Century Food is a subsidiary operation of the company which started a few years ago and is a value-adding marketing and distribution business of quality food products sourced from such regions as Europe and Australia and sold in the Hong Kong and Macau markets.

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