newsBLAINE, WA, Oct. 4 /CNW/ - Century Mining Corporation (TSX-V:CMM)
("Century", "Century Mining", or the "Company"), today announces its intention
to make an all share takeover bid for Sulliden Exploration Inc. (TSX: SUE)
("Sulliden").
Century intends to offer Sulliden shareholders 0.72 of a Century common share
for each Sulliden common share. The offer values Sulliden at CAD$0.41 per
common share and represents a premium of 51% based on the volume-weighted
average trading price for the previous 20 trading days for the Sulliden shares
on the TSX and for the Century shares on the TSX-V.
Century hopes that the Board of Sulliden will recognize the considerable value
of this offer to Sulliden shareholders. The value created from the resolution
of the litigation over title to the Shahuindo property cannot be
underestimated. A successful bid will immediately resolve the litigation and
unlock the value of Shahuindo to shareholders of both companies. Century urges
the Board of Sulliden to recommend this offer to its shareholders.
In addition to the substantial premium to the recent trading price of Sulliden
and an immediate resolution of the ongoing litigation over title to the
Shahuindo property, the combination will also give Sulliden shareholders an
immediate opportunity to participate in the development of the gold resources
at Shahuindo. A successful bid will result in Century's construction and
operating expertise to be applied to the development of a large operating gold
mine at Shahuindo that could be producing by late 2010. In consolidating
positions, Sulliden shareholders will also have the opportunity to participate
in the exploitation of Century's substantial gold resources at its San Juan
property and its Rosario de Belen properties in Peru, and its Lamaque property
in northern Quebec.
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A share exchange would result in the creation of a pre-emininent mid-tier
gold producer with the following attributes:
- Significantly Increasing Production Growth to Mid-Tier Status
- Combined Break-Even Cost of Production in 2010 below Median for
Intermediate Producers (as defined by BMO Capital Markets, Weekly
Gold Monitor, September 17, 2007)
- Highly Liquid Gold Company Trading more than 500,000 shares per day
- Geographically Diversified in Canada and Peru
- Substantial Combined Reserves Plus Measured and Indicated Resources
and Historical Resources
>>
In the formal offer to acquire Sulliden's outstanding common shares, Century
will set out its acceptance condition at 50.1% of Sulliden's shares on a fully
diluted basis. The Company intends to acquire all of the outstanding shares of
Sulliden but will proceed with the development of Shahuindo upon acquisition
of a controlling position in Sulliden. It is intended that the remaining
payment obligations on the Shahuindo property will be met through debt
financing.
The combined company will offer a solid foundation of four operating mines and
an unparalleled pipeline of 10 exploration projects and a leading presence in
Canada and Latin America. A brief summary of these core assets is as follows:
Lamaque: The Sigma and Lamaque underground mines operated from 1935 through
2000 and produced a combined 9.4 million ounces of gold. Century reopened the
Lamaque underground mine in April 2007, whereby the Company aims to achieve a
production rate of 100,000 ounces of gold per year by the end of 2008. The
Company currently produces 75,000 ounces per year from the Sigma open pit.
San Juan: The San Juan Gold Mine was acquired by Century in May 2006. Although
gold production in the area dates back to the Incas, modern mining has been
conducted only since the 1970s. Over this period, approximately 1.2 million
ounces of gold have been mined at San Juan. Century plans to increase the
capacity of the mill to 700 tonnes per day, achieving an annualized production
rate of 35,000 ounces of gold in 2008.
Rosario de Belen: Mina Rosario de Belen began operations in February 2007 as
an open-pit heap leach mine with an initial and expandable ore processing
capacity of 5,000 tonnes per day. The mine and processing plant are currently
operating at a rate of approximately 3,000 tonnes of ore per day. Century
intends to expand production at Rosario de Belen to approximately 25,000 -
30,000 ounces of gold per year.
Shahuindo: Shahuindo is a gold-silver project located 25 km north of Barrick's
Alto Chicama and 70 km south of Newmont's Yanacocha deposits in northern Peru.
The project has been the subject of extensive drilling and exploration since
the 1980s and in 2005, Met-Chem Canada Inc. produced a technical report which
is in accordance with NI 43-101. Century intends to construct a large heap
leach gold operation on Shahuindo by late 2010.
The offer will be subject to a number of customary conditions; however it will
be designed to not trigger the rights provided for under the Sulliden's
shareholder rights plan.
M Partners Inc. is financial advisor to Century. Century's Canadian legal
advisor is Lang Michener LLP and its US legal advisor is Theodora Oringher
Miller & Richman PC.
Commenting on the offer, Margaret Kent, chairman, chief executive officer and
president of Century stated: "We believe the offer provides Sulliden
shareholders with full and fair value for their shares. With the resolution of
the litigation over Shahuindo which has become increasingly more favorable to
Century's wholly owned Peruvian subisidiary, Algamarca, the offer secures an
opportunity for Sulliden shareholders to benefit from the development of the
Shahuindo property. It further presents the prospect of a tremendous upside to
the share price of the combined company for both Sulliden and Century
shareholders. We have the view that the proposed transaction will position
Century to quickly become an intermediate gold mining company with a
significant reserve and resource base. We urge Sulliden shareholders to tender
their shares to our offer and would welcome discussions with Sulliden
management and its Board of Directors such that we can begin to focus on
generating value together."
About Century Mining Corporation
Century Mining Corporation is an emerging mid-tier gold producer that is
aggressively acquiring producing mines and exploration properties in Peru. The
Company owns and produces gold at the Sigma and Lamaque mines in Québec
that historically have produced over 9.4 million ounces of gold. In Peru,
Century wholly-owned subsidiaries own an 82.6% interest in the San Juan Mine
where the Company accounts for 100% of gold production. Century subsidiaries
have also recently acquired Rosario de Belen where it accounts for 100% of
both gold and silver production. Century's growth strategy is to acquire gold
producing assets in South America that will substantially reduce the Company's
consolidated total cash cost of production and where there is exceptional
exploration potential to expand production at these mines.
"Margaret M. Kent"
Chairman, President & CEO
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the contents of this press
release.
Caution Concerning Forward-Looking Information
This press 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. We use words such as "may", "will", "should", "anticipate",
"plan", "expect", "believe", "estimate" and similar terminology to identify
forward-looking statements and forward-looking information. Such statements
and information are based on assumptions, estimates, opinions and analysis
made by management in light of its experience, current conditions and its
expectations of future developments as well as other factors which it believes
to be reasonable and relevant. Forward-looking statements and information
involve known and unknown risks, uncertainties and other factors that may
cause our actual results to differ materially from those expressed or implied
in the forward-looking statements and information and accordingly, readers
should not place undue reliance on such statements and information. Risks and
uncertainties that may cause actual results to vary include but are not
limited to the speculative nature of mineral exploration and development,
including the uncertainty of reserve and resource estimates; operational and
technical difficulties; the availability to the Company of suitable financing
alternatives; fluctuations in gold and other commodity prices; changes to and
compliance with applicable laws and regulations, including environmental laws
and obtaining requisite permits; political, economic and other risks arising
from our South American activities; fluctuations in foreign exchange rates; as
well as other risks and uncertainties which are more fully described in our
annual and quarterly Management's Discussion and Analysis included in this
Annual Report , in our Annual Information Form and in other filings made by us
with the Securities and Exchange Commission and with Canadian securities
regulatory authorities and available at www.sedar.com.
While the Company believes that the expectations expressed by such
forward-looking statements and forward-looking information and the
assumptions, estimates, opinions and analysis underlying such expectations are
reasonable, there can be no assurance that they will prove to be correct. In
evaluating forward-looking statements and information, readers should
carefully consider the various factors which could cause actual results or
events to differ materially from those expressed or implied in the
forward-looking statements and forward-looking information.