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White Tiger Gold Ltd. and Century Mining Corporation Announce Proposed
Business Combination
Century Mining Corporation ("Century")
(TSX-V: CMM) and White Tiger Gold Ltd. ("White Tiger")
(TSX: WTG) jointly announce that they have entered into a binding
agreement (the "Arrangement Agreement") pursuant to
which White Tiger and Century will, subject to shareholder, court and
regulatory approval, combine under a plan of arrangement (the "Business
Combination"). Under the terms of the Business Combination,
shareholders of Century will receive 0.40 of a White Tiger common share
for each common share of Century held. The board of directors of each
company has unanimously approved the Business Combination.
For shareholders of both companies, the Business Combination will result
in:
- A
single company with exposure to three of the top six global
producing nations, with properties in both Canada and Russia
- A
strong senior management team with excellent technical skills and a
track record in the mining industry as company builders
- An
enlarged diversified portfolio of mines and projects, with both
underground and open pit operations
- A
company with a robust pipeline of projects offering potential long
term gold production growth through existing assets
- Improved
economies of scale that should support best practice operations,
greater access to capital markets and enhanced liquidity to
shareholders
Combined Company Highlights
- Combined
production from Century's Lamaque gold
project (the "Lamaque
Project") and San Juan mine (the "San Juan Mine")
and White Tiger's Savkino mine (the "Savkino Mine") expected to be
approximately 111,000 to 121,000 ounces of gold in 2011
- New
mine development at White Tiger's Nasedkino
Project (as defined below) with anticipated open pit gold production
beginning by 2014
- Significant
exploration potential at White Tiger's Pridneprov
property located in the world class Yano-Kolyma Gold Belt
representing the western continuation of the Alaskan Gold Province,
and where Polyus Gold is currently
developing its Natalka property
- Substantial
combined existing gold reserves and resources (the following summary
numbers are calculated and rounded to two decimal places when
compared to the underlying NI 43-101 (as defined below) technical
reports - see the heading "NI 43-101 Technical Reports"
below)
- 1.43
million ounces ("Moz")
of proven and probable gold reserves (11.08 million tonnes ("Mt") with a weighted
average grade of 4.01 grams per tonne
("g/t") based on Lamaque
Project: 7.7Mt grading at 4.56 g/t to give 1.13 Moz
of proven and probable gold reserves; San Juan Mine: 0.65Mt grading
at 8.87g/t to give 0.19 Moz of proven and
probable gold reserves; Savkino Project
(as defined below): 2.73Mt grading at 1.29g/t to give 0.11 Moz of proven and probable gold reserves)
- 1.61
Moz of measured and indicated gold
resources (16.10Mt with a weighted average grade of 3.12g/t based
on Lamaque Project: 8.31Mt grading at
4.81 g/t to give 1.29 Moz of measured and
indicated gold resources; San Juan Mine: 0.2Mt grading at 2.53g/t
to give 0.02 Moz of measured and
indicated gold resources; Savkino
Project: 4.78Mt grading at 1.11g/t to give 0.17 Moz
of measured and indicated gold resources; Nasedkino
Project: 2.72Mt grading at 1.52g/t to give 0.13 Moz
of measured and indicated gold resources)
- 3.48
Moz of Inferred gold resources (23.02Mt
with a weighted average grade of 4.70g/t based on Lamaque Project: 19.63Mt grading at 4.96 g/t to
give 3.13 Moz of inferred gold resources;
San Juan Mine: 0.59Mt grading at 9.25g/t to give 0.18 Moz of inferred gold resources; Savkino Project: 0.46Mt grading at 1.61g/t to
give 0.02 Moz of inferred gold resources;
Nasedkino Project: 2.34Mt grading at
2.01g/t to give 0.14 Moz of inferred gold
resources)
- Senior
staff with substantial Canadian and Russian operating experience
- Demonstrated
ability to identify, acquire and operate world-class deposits
- Proven
ability to bring greenfield deposits into
commercial scale operation
- Successful
track record of raising capital for development
Dr. Geoffrey Cowley, CEO of White Tiger stated, "White Tiger is very
pleased to make this opportunity available to Century shareholders to
create a global, mid-tier gold producer. The newly formed company will
feature a robust portfolio of production, development and exploration
assets which we expect will have greater access to the financial markets.
This is a very good deal for the shareholders of White Tiger and Century,
designed to create value."
Mr. Daniel Major, President and CEO of Century stated, "On behalf of
the board and management of Century, we are fully and unanimously
supportive of the Business Combination. We believe the combination of
Century and White Tiger should provide financial stability to progress
Century's Lamaque and San Juan mining
operations. In addition, the combination affords Century shareholders
with the opportunity to benefit from the tremendous potential of the gold
mining industry in Russia."
White Tiger Overview
Overview
White Tiger has five Russian subsidiaries which hold exploration and
mining rights to five large properties in eastern Russia, including the Pridneprov license area, the Zolin-Arkinsk
license area, and the Takhtamygda license area
as well as White Tiger's two material projects: the Savkino
project (the "Savkino Project")
and the Nasedkino project (the "Nasedkino Project"). The assets
within these companies have demonstrated potential for hosting economic
mineral deposits, with gold deposits as their primary focus.
Savkino Mine
The Savkino Mine is a producing gold mine,
covering part of the Savkino Project, located
in the Ildikan license area, approximately 400
km due east of Chita, the administrative capital of the Zabaikalsky Krai region of
the Russian Federation. The license for exploration and mining of gold
ore and associated components in the Ildikan
license area expires on June 15, 2031 and covers 37 km2, of which the
mine covers a surface area of 3.1 km2. The Savkino
Project is situated 15 km from the Chinese border.
Mining operations and stacking of ore for heap leaching commenced in the
spring of 2008. Heap irrigation commenced in September 2008, after
completion of construction of the processing facilities and receipt of
the appropriate operating permits, and first gold was poured in October
2008, and is expected to produce 21,000 ounces of gold in 2011.
Nasedkino Project
The Nasedkino Project is comprised of
exploration licenses covering over 232 km2. The Nasedkino
Project is located in eastern Siberia, 440 km northeast from the city of
Chita, and 700 km by paved road to Khabarovsk, one of the biggest
industrial cities in eastern Russia. The proposed exploration and
development program includes: infill, exploration, geotechnical and other
drilling, induced polarization (IP) surveys, metallurgical testing; and
the completion of an environmental baseline study.
White Tiger expects to begin gold mining and production at the Nasedkino Project in 2014.
Pridneprov
The Pridneprov exploration and mining license
covers 760 km2 and is located in the southern part of the world class
Yano-Kolyma Gold Belt. This region represents the western continuation of
the Alaskan Gold Province which contains such deposits as Donlin Creek (32 Moz of
gold @ 2.2 g/t) and Fort Knox (6 Moz of gold @
0.86 g/t). The Yano-Kolyma Belt hosts numerous primary gold deposits and
tin placers, and the Natalka deposit, the
third-largest undeveloped gold resource (40.8 Moz
of gold @ 1.13 g/t) in the world. The region has excellent mineral
potential for bulk tonnage gold stockwork and
sheeted vein systems developed in Jurassic and Cretaceous age granites
(Fort Knox) and strongly folded and sheared Triassic to Cretaceous metaturbidites (Donlin
Creek). Readers are cautioned that there is no assurance that the Pridneprov project will host gold deposits comparable
to the Donlin Creek, Fort Knox or Natalka deposits.
Century Overview
Century was formed in 2003 and is currently headquartered in Blaine,
Washington. Century's key assets are the Lamaque
Project in Val d'Or, Qu�bec and the San Juan Mine in Arequipa Department,
Peru. Century's focus has been the restart of underground production at
the Lamaque Project.
Lamaque Mine
In September 2004, Century purchased the assets of the Sigma-Lamaque Limited Partnership. The Sigma-Lamaque complex is located in Val d'Or, Qu�bec, and
is fully serviced by roads, power and water. Historically, the Sigma and Lamaque underground mines have been the largest
producers of gold in the Val d'Or camp; since 1935, the two mining
operations have produced in excess of 9.2 Moz
of gold.
When Century took over operations at Sigma and Lamaque,
it restarted mining the Sigma open pit in 2005, achieving positive
results following a five-month bulk sampling program. Understanding that
the pit had a limited life remaining, and in the face of a rising gold
price environment, in 2006, Century resumed underground exploration at Lamaque. By the fall of 2007, Century ceased mining
from the Sigma pit, and shifted its focus to the ongoing exploration and
development of the Lamaque underground mine.
Century resumed the development and rehabilitation activities required to
bring the Lamaque Project back on line. In
April 2010, the Sigma Mill was brought back on line, processing stope and development ore, and stockpiled ore. In
late April 2010, first gold was poured from Lamaque.
Planned production in 2011 is forecast to be 70,000 to 75,000 ounces of
gold.
San Juan Mine
The San Juan Mine is an underground, narrow vein gold mine located in the
Arequipa Department, Peru, approximately 70 km northeast of the city of Camana. Century has an 82.6% interest in the San Juan
Mine. The remaining 17.4% is held by San Juan's present and past
workforce.
The San Juan mill is processing approximately 300 tpd
of ore with a capacity of 345 tpd; however,
there are plans to increase throughput to approximately 500-700 tpd by refurbishing a second mill circuit and adding
flotation capacity. To support the additional mill capacity, refurbished
modern mining equipment, such as scoops, trucks and drills from Lamaque, was sent to San Juan to increase the
operation's mining productivity during the second half of 2010. With the
mill expansion, and the conversion to more modern mining methodologies,
Century anticipates that the San Juan Mine will be able to reach
production of 30,000 ounces of gold annually by 2012.
Benefits to Century Shareholders
In addition to receiving an expected premium for their Century shares, it
is anticipated that Century shareholders will realize the following
benefits from the Business Combination:
- Participation
in the next, mid-tier gold producer
- 61%
ownership of White Tiger on a fully diluted, pro forma basis
- Expected
combined production of approximately 111,000 to 121,000 ounces of
gold in 2011, which is anticipated to expand with the addition of
production at the Nasedkino Project
beginning in 2014
- Exposure
to significant exploration potential in Russia, one of the largest,
underdeveloped mining jurisdictions in the world
- White
Tiger's exploration and mining rights for Pridneprov,
Zolin-Arkinsk and Takhtamygda
cover 1,984km2
- Deposits
located in close proximity to current producers in historically
prolific mining belts
- Management
with the relationships, reputation and experience to successfully
identify and exploit opportunities throughout the country
- Access
to White Tiger's working capital to fund continued development of
the Lamaque mine
- Potential
near-term valuation upside from increased production at current
operations and expanded reserve and resource base
Benefits to White Tiger
Shareholders
Through the combination with Century, it is anticipated that White Tiger
shareholders will realize the following benefits:
- Participation
in the next, mid-tier gold producer
- Expected
combined production of approximately 111,000 to 121,000 ounces of
gold in 2011, which is anticipated to expand with the addition of
production at the Nasedkino Project
beginning in 2014
- Significant
capital investment in mining and milling equipment in 2009 and 2010
- Substantial
gold reserves and resources as described above
- Control
of projects located in world-class gold districts and
mining-friendly jurisdictions
- Province
of Qu�bec features excellent mining infrastructure and offers a
variety of economic incentives
- San
Juan Mine located in a historical mining district dating back to
pre-Inca times; during the previous 35 years, the San Juan Mine
produced approximately 1.2 Moz of gold
- Establishes
White Tiger as a diversified, global producer
- Production,
development and exploration assets located in Canada, Russia, and
Peru
The Arrangement Agreement
Pursuant to the terms of the Arrangement Agreement, the Business
Combination will be conducted by way of a court approved plan of
arrangement, resulting in Century becoming a direct or indirect
wholly-owned subsidiary of White Tiger. Each Century common share issued
and outstanding immediately prior to closing of the Business Combination will
be exchanged for 0.40 of a White Tiger common share. Upon completion of
the Business Combination, White Tiger shareholders and Century
shareholders will own approximately 39% and 61%, respectively, of the
combined company on a fully diluted basis.
The newly combined company will draw on the expertise from both companies
to fulfill board and management responsibilities. The newly combined
board will be comprised of certain of the directors of each of Century
and White Tiger, with a majority of the directors being incumbent
directors of White Tiger. It is anticipated that Maxim Finskiy, currently Executive Chairman of White Tiger,
will be Executive Chairman of the combined company, Daniel Major,
currently President and CEO of Century, will be President and CEO of the
combined company and Dr. Geoffrey Cowley, currently Chief Executive
Officer of White Tiger, will be Chief Operating Officer of the combined
company.
All options, warrants and compensation options of Century outstanding
immediately prior to closing of the Business Combination will, following
closing and subject to regulatory approval, be exercisable for that
number of shares (or, in the case of the compensation options, units) of
White Tiger using the same exchange ratio applicable to the common shares
of Century under the Business Combination, with corresponding adjustment
to the exercise prices on the basis of such exchange ratio.
The Arrangement Agreement provides that Century will be obligated to pay
a termination payment of $13,500,000 to White Tiger in certain
circumstances, including, (i) if the
Arrangement Agreement is terminated as a result of the board of directors
of Century approving, recommending, or accepting a 'superior proposal' or
Century's intentional breach of its covenants under the Arrangement
Agreement, or (ii) if Century does not deliver to White Tiger, by March
25, 2011, the consent of Deutsche Bank AG, London Branch (the "DB
Consent"), to: the Business Combination; Century's entering into
of the Arrangement Agreement; and the receipt and repayment by Century of
the Bridge Loans (as defined below).
Century shareholders will be granted dissent rights which, if exercised
in accordance with applicable requirements, will provide such
shareholders the right to be paid the fair value for their Century common
shares following closing of the Business Combination.
Conditions to Closing
Closing of the Business Combination is subject to certain conditions
including:
- approval
by a minimum of 66 2/3% of the votes cast by Century shareholders at
a duly called special shareholders' meeting;
- approval
by a majority of the votes cast by Century shareholders at the
special meeting, excluding those votes required to be excluded
pursuant to applicable regulatory requirements ("majority of
the minority" approval) under MI 61-101 (as defined below) and
the rules of the TSX Venture Exchange (the "TSX-V");
- approval
by a majority of the votes cast by White Tiger shareholders at a
duly called special shareholders' meeting excluding those votes
required to be excluded under MI 61-101 and the rules of the Toronto
Stock Exchange (the "TSX");
- receipt
of interim and final orders of the Ontario Superior Court approving
the Business Combination;
- approval/acceptance
of the TSX and TSX-V of the Business Combination;
- receipt
of applicable third-party consents;
- receipt
of the DB Consent by March 25, 2011;
- receipt
of any required approvals under the Investment Canada Act;
- Century
shareholders holding no more than 5% of the outstanding Century
shares having exercised dissent rights; and
- other conditions as are customary
for transactions of this nature.
The terms of the Arrangement Agreement will be described in detail in the
management information circular of each of White Tiger and of Century to
be filed with the regulatory authorities and mailed to White Tiger and
Century shareholders in accordance with applicable securities laws in
respect of the special meeting of each of White Tiger and Century
shareholders expected to be held on or before May 12, 2011 or such other
date or dates as Century and White Tiger may agree.
The board of directors of each of White Tiger and Century unanimously
support the proposed Business Combination and recommend to their
respective shareholders that they vote in favour
of the Business Combination at their respective shareholder meetings to
be called to approve the Business Combination. The reasons that the board
of directors of each company has recommended voting in favour of the Business Combination will be detailed
in the aforementioned management information circulars.
Special Committees and Financial Advisors
The board of directors of each of White Tiger and Century established a
special committee to review the proposed Business Combination. The White
Tiger special committee retained Moelis &
Company LLC ("Moelis") as its
financial advisors and the Century special committee retained Blair
Franklin Capital Partners Inc. ("Blair Franklin") as its
financial advisors.
The special committee of the board of directors of White Tiger (the
"White Tiger Special Committee") has received a written
opinion from Moelis, dated March 11, 2011 that,
as of that date, based on and subject to the assumptions, qualifications
and limitations set forth in such opinion, the exchange ratio to be paid
by White Tiger pursuant to the Business Combination is fair from a
financial point of view to White Tiger. Such opinion is solely for the
benefit of the White Tiger Special Committee and may not be relied upon
by any other person (including shareholders of White Tiger). In rendering
its opinion, Moelis relied upon (without
assuming any responsibility therefor), among
other things, at the direction of White Tiger, the projections for White
Tiger and Century prepared by management of White Tiger and Century. Moelis received a fee upon delivery of its opinion
and will receive a significantly larger fee contingent upon the
consummation of the Business Combination. The opinion of Moelis and additional disclosure will be included in
a management information circular of White Tiger to be delivered to the
shareholders of White Tiger.
The board of directors of Century has received a written opinion from
Blair Franklin dated March 11, 2011 that, subject to the assumptions,
explanations and limitations included in such opinion, the consideration
to be received by the shareholders of Century under the Business
Combination is fair, from a financial point of view, to such
shareholders, other than Maxim Finskiy and
Francis Scola.
Century shareholders are cautioned that the shares of White Tiger have
been trading on the TSX only since the end of December 2010 and generally
in small volumes. Accordingly, the trading price of White Tiger's shares
on the TSX may not be indicative of the intrinsic value of such shares.
The Century special committee believes that the proposed exchange ratio
is more indicative of the relative intrinsic values of the two companies
than the current market price of each company's shares.
Century shareholders are further cautioned that the proposed Business
Combination will constitute a taxable transaction for Canadian-resident
shareholders and may be a taxable transaction for shareholders in other
jurisdictions, with any resulting tax being required to be paid in cash.
Bridge Loans
In the course of negotiations, Century borrowed, on an interim unsecured
basis, US$800,000 from White Tiger pursuant to a loan agreement between
White Tiger and Century dated February 8, 2011, as amended on February
17, 2011 and as amended and restated on March 11, 2011 (the "First
Bridge Loan"). Concurrent with the entering into of the
Arrangement Agreement, White Tiger agreed to advance up to a further
US$3,200,000 to Century (the "Second Bridge Loan") on
effectively the same terms as the First Bridge Loan, of which
US$1,000,000 was advanced by White Tiger to Century upon execution of the
Arrangement Agreement. The interest rate under the First Bridge Loan and
the Second Bridge Loan (together, the "Bridge Loans") is
10% per annum and the Bridge Loans mature on the earlier of the effective
date of the Business Combination and the termination of the Arrangement
Agreement in accordance with its terms. Proceeds from the Bridge Loans
have allowed Century to meet its essential financial obligations.
Related Party Transactions / Business Combination
Pursuant to Multilateral Instrument MI 61-101 -- Protection of Minority Security
Holders in Special Transactions ("MI 61-101"),
the Bridge Loans constitute a "related party transaction", and
the Business Combination constitutes a "business combination",
for Century as Maxim Finskiy, a director of
White Tiger, beneficially owns and/or exercises control or direction over
more than 10% of Century's outstanding common shares and more than 50% of
the outstanding common shares of White Tiger. Century is exempt from the
formal valuation requirement as its securities are not listed or quoted
on a specified exchange as outlined in MI 61-101.
Each of the Business Combination and the Bridge Loans constitutes a
"related party transaction" for White Tiger under MI 61-101. No
formal valuation on the part of White Tiger is required under MI 61-101
in respect of the Bridge Loans and White Tiger is exempt, pursuant to section
6.3(2) of MI 61-101, from the requirement to obtain a formal valuation in
respect of the Business Combination.
Material Change
Entry into of the loan agreements in respect of each of the First Bridge
Loan and the Second Bridge Loan each constituted a "material
change" for Century under National Instrument 51-102 -- Continuous Disclosure
Obligations. In respect of the Bridge Loans, it was only upon
entry into the loan agreement in respect of the Second Bridge Loan that
the Bridge Loans constituted a material change for White Tiger. Century
filed a confidential material change report in respect of the First
Bridge Loan (which report will now cease to be confidential) within the
prescribed period (of 10 days) after the First Bridge Loan was advanced
and each of Century and White Tiger will file material change reports
within the prescribed period in respect of the Bridge Loans and the
Business Combination. As each of the foregoing material change reports
was and/or will be filed less than 21 days before funds were advanced
under the Bridge Loans, there is a requirement under MI 61-101 to explain
why the shorter period was reasonable or necessary in the circumstances.
In the view of each of Century and White Tiger, such shorter period was
reasonable and necessary in the circumstances because Century, as
disclosed in its news release of March 8, 2011, is currently operating on
a cash negative basis, with recent losses in mill throughput resulting
from the failure of a crusher having had an adverse impact on Century's cash
flow and its available funds. The Bridge Loans are intended to satisfy
Century's short term cash requirements until closing of the Business
Combination.
NI 43-101 Technical Reports
Technical information in this news release relating to White Tiger's Savkino Project is based on the technical report
dated November 22, 2010 regarding the Savkino
Project entitled "Savkino Gold Project,
Chita Region, Russian Federation -- Mineral Resources and Reserves -- NI
43-101 Technical Report" filed on SEDAR under White Tiger's profile
on December 29, 2010 and available at www.sedar.com.
Technical information in this news release relating to White Tiger's Nasedkino Project is based on the technical report
dated November 22, 2010 regarding the Nasedkino
Project entitled "Nasedkino Project, Chita
Region, Russian Federation -- Mineral Resources -- NI 43-101 Technical
Report" filed on SEDAR under White Tiger's profile on December 29,
2010 and available at www.sedar.com.
Technical information in this news release relating to Century's Lamaque Project is based on the technical report
dated June 24, 2009 regarding the Lamaque
Project entitled "Technical Review Lamaque
Mine - Re-Opening of the Underground Mining Operation" filed on
SEDAR under Century's profile on July 21, 2009 and available at www.sedar.com.
Technical information in this news release relating to Century's San Juan
Mine is based on the technical report dated March 28, 2008 regarding the
San Juan Mine entitled "Technical Report on The San Juan Mine,
Arequipa Department, Peru" filed on SEDAR under Century's profile on
April 17, 2008 and available at www.sedar.com.
Qualified Persons
Stanley Bartlett, of Micon International Co.
Limited, an independent "qualified person" under National
Instrument 43-101 - Standards
of Disclosure for Mineral Projects ("NI 43-101"),
has reviewed and approved the contents of this news release on behalf of
White Tiger.
Mike Page, of Exploration Services International, an independent
"qualified person" under NI 43-101, has reviewed and approved
the contents of this news release on behalf of Century.
Century Board Resignation
Century wishes to also announce that Francis Scola
resigned from the Century board of directors effective March 9, 2011.
Century's board of directors wishes to thank Mr. Scola
for his contributions and support during his time on the board.
Conference Call
A conference call to discuss the transaction will be held at 2:00 p.m.
EDT time (11:00 a.m. PDT time) on Tuesday, March 15, 2011 to provide
shareholders, securities analysts, and investors the opportunity to hear
the management of both Century and White Tiger discuss the Business
Combination outlined herein.
Mining analysts, investors and the media are invited to dial toll-free
1-888-942-9044 in Canada and the United States, or 1-517-308-9426 from
international locations (normal toll rates do apply) and state the verbal
passcode "CenturyMining".
The presentation will be followed by a question and answer period.
The conference call will be available on the Century Mining website at www.centurymining.com via a downloadable audio file.
For further investor information, please contact:
White Tiger Gold Ltd.
Dr. Geoffrey Cowley, Chief Executive Officer
Tel: +44 783 344 5961
Century Mining Corporation
Peter A. Ball, Vice President Investor Relations
E-mail: pball@centurymining.com
Phone: (360) 332-4653
Cell: (360) 927-2642
Toll Free: (877) 284-6535
Website: www.centurymining.com
Neither TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
Notice regarding information in respect of each of Century and White
Tiger
The information
contained in this news release concerning Century has been prepared by
Century without independent verification by White Tiger. Although White
Tiger does not have any knowledge that would indicate that any such information
is untrue or incomplete, neither White Tiger nor any director or officer
of White Tiger assumes any responsibility for the accuracy or
completeness of such information, nor for any failure of Century to
disclose events which may have occurred or which may affect the
completeness or accuracy of such information but which is unknown to
them. White Tiger has no knowledge of any material information concerning
Century that has not been generally disclosed. The information contained
in this news release concerning White Tiger has been prepared by White
Tiger without independent verification by Century. Although Century does
not have any knowledge that would indicate that any such information is
untrue or incomplete, neither Century nor any director or officer of
Century assumes any responsibility for the accuracy or completeness of
such information, nor for any failure of White Tiger to disclose events
which may have occurred or which may affect the completeness or accuracy
of such information but which is unknown to them. Century has no
knowledge of any material information concerning White Tiger that has not
been generally disclosed.
Caution Concerning Forward-Looking Information
This news release
contains forward looking statements within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and
forward-looking information within the meaning of applicable Canadian
securities laws including with respect to the completion of the Business
Combination and the anticipated benefits of the Business Combination
(including, without limitation, statements regarding the combined
company's pipeline of projects, improved economies of scale, greater
access to capital markets, enhanced liquidity, lower risk, exploration
potential, anticipated gold production, anticipated commencement of gold
production at the Nasedkino Project and
increased throughput, mill expansion and increased gold production at the
San Juan Mine). Words such as "may", "will",
"should", "anticipate", "plan",
"expect", "believe", "estimate" and similar
terminology are used to identify forward-looking statements and
forward-looking information. Such statements and information are based on
assumptions, estimates, opinions and analysis made by management of each
of White Tiger and Century (each, a "Company" and
together, the "Companies") in light of their respective
experience, current conditions and their expectations of future
developments as well as other factors which they believe to be reasonable
and relevant. Forward-looking statements and information involve known
and unknown risks, uncertainties and other factors that may cause actual
results to differ materially from those expressed or implied in the
forward-looking statements and information. Risks and uncertainties that
may cause actual results to vary include but are not limited to: the
conditional nature of the Business Combination, including the requirement
for approval of the Business Combination by the shareholders of each of
Century and White Tiger, the TSX, the TSX-V, the Ontario Superior Court
of Justice as well as any required approval under the Investment Canada
Act; changes in equity and debt markets; inflation; uncertainties
relating to the availability and costs of financing needed to complete
exploration activities; exploration costs varying significantly from
estimates; delays in the exploration and development of, and/or
commercial production from, the properties in which the Companies have an
interest; unexpected geological or hydrological conditions; the
speculative nature of mineral exploration and development, including the
uncertainty of reserve and resource estimates; operational and technical
difficulties, including the failure of major mining and/or milling
equipment; the availability to the combined company of suitable financing
alternatives; the ability of the combined company to service its existing
debt facilities; fluctuations in gold and other commodity prices; the
existence of undetected or unregistered interests or claims, whether in
contract or in tort, over the property of the Companies; success of
future exploration and development initiatives; competition; operating
performance of facilities; environmental and safety risks, including
increased regulatory burdens, seismic activity, weather and other natural
phenomena; inability to, or delays in, obtaining necessary permits and
approvals from government authorities; risks relating to labour; and other exploration, development and
operating risks; changes to and compliance with applicable laws and
regulations, including environmental laws and obtaining requisite
permits; political, economic and other risks arising from the combined
company's activities in South America and Russia; fluctuations in foreign
exchange rates; as well as other risks and uncertainties which are more
fully described in Century's annual and quarterly Management's Discussion
and Analysis, in White Tiger's Annual Information Form dated December 29,
2010 and in other filings made by both Companies with Canadian securities
regulatory authorities and available at www.sedar.com.
Any forward-looking
statement speaks only as of the date on which it is made and, except as
may be required by applicable laws, the Companies disclaim any intent or
obligation to update any forward-looking statement, whether as a result
of new information, future events or results or otherwise. Although the
Companies believe that the assumptions inherent in the forward-looking
statements are reasonable, forward-looking statements are not guarantees
of future performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein.
Mineral resources are
not mineral reserves and do not have demonstrated economic viability.
Inferred mineral resources are estimated on limited information not
sufficient to verify geological and grade continuity or to allow
technical and economic parameters to be applied. Inferred mineral
resources are too speculative geologically to have economic
considerations applied to them to enable them to be categorized as
mineral reserves. There is no certainty that mineral resources can be
upgraded to mineral reserves through continued exploration.
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