White Tiger Gold and Century Mining Announce Execution of an Amended and Restated Arrangement Agreement in Respect of Proposed Business Combination
TORONTO, ONTARIO -- (Marketwire) -- 08/09/11 -- White Tiger Gold Ltd. ('White Tiger') (TSX: WTG) and Century Mining Corporation ('Century') (TSX VENTURE: CMM) jointly announce that they have entered into a binding agreement (the 'Amended and Restated Arrangement Agreement') with 7918534 Canada Inc. ('AcquisitionCo'), a wholly-owned subsidiary of White Tiger amending and restating the arrangement agreement made as of March 11, 2011, as amended June 16, 2011, between Century and White Tiger providing for the Business Combination (as defined below). Pursuant to the Amended and Restated Arrangement Agreement, White Tiger and Century will, subject to shareholder, court and regulatory approval, combine under a plan of arrangement (the 'Business Combination') resulting in Century becoming an indirect wholly-owned subsidiary of White Tiger.
The Amended and Restated Arrangement Agreement provides an exchangeable share component to the transaction to provide Century shareholders with the opportunity to obtain a deferral of taxable capital gains for Canadian federal income tax purposes in certain circumstances. This addition to the structure of the Business Combination provides Century shareholders with the opportunity, instead of receiving 0.40 of a White Tiger common share, to elect to receive 0.40 of an AcquisitionCo exchangeable share (the 'Exchangeable Shares') for each Century common share held. Thereafter, the Exchangeable Shares will be exchangeable into White Tiger common shares, on a one-for-one basis, at any time upon the election of the holder and will be automatically exchanged in certain circumstances up to five years after issuance. Each Exchangeable Share carries, to the extent practicable, economic and voting rights equivalent to those of a White Tiger common share.
This structure has been approved by the special committees (the 'Special Committees') of the boards of directors of White Tiger and Century, respectively, which Special Committees are comprised entirely of independent directors of each of White Tiger and Century.
Particulars of the Business Combination will be described in detail in the respective management information circulars of each of White Tiger and 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 meetings of White Tiger and Century shareholders expected to be held on or about September 13, 2011 to consider and approve the Business Combination.
Completion of the Business Combination remains subject to, among other things, the approval of the disinterested shareholders of each of Century and White Tiger, the TSX Venture Exchange and the Ontario Superior Court of Justice as well as any required approval under the Investment Canada Act and final approval of the Toronto Stock Exchange.
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 favourable tax treatment for Canadian shareholders of Century. 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: completion of the technical reports in respect of Century's Lamaque and San Juan projects; 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 Venture Exchange, the Ontario Superior Court of Justice as well as any required approval under the Investment Canada Act and final approval of the TSX; the speculative nature of mineral exploration and development, including the uncertainty of mineral reserve and resource estimates; any exercise by White Tiger of its rights of termination under the Amended and Restated Arrangement Agreement; 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; 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 the Companies' 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 March 30, 2011 and annual and quarterly Management's Discussion and Analysis and in other filings made by both Companies with Canadian securities regulatory authorities and available at www.sedar.com.
Forward-looking information speaks only as of the date on which it is provided and, except as may be required by applicable securities laws, the Companies disclaim any intent or obligation to update any forward-looking information, 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 information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
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.
Contacts:
White Tiger Gold Ltd.
Dr. Geoffrey Cowley
Chief Executive Officer
drgpc@whitetigergold.com
Century Mining Corporation
Joanna Longo
President, Terre Partners
(416) 238 1414 (ext 233)
jlongo@terrepartners.com
www.centurymining.com