Century Mining Takeover Bid
Friday, October 5th, 2007
Century Mining Corporation has announced its intention to make an all share takeover bid for Sulliden Exploration Inc.
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 recognise 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 Centuryâ€™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 Centuryâ€™s substantial gold resources at its San Juan property and its Rosario de Belen properties in Peru, and its Lamaque property in northern Quebec.
A share exchange would result in the creation of a pre-emininent mid-tier gold producer with the following attributes:
Â· Significantly Increasing Production Growth to Mid-Tier Status
Â· 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)
Â· Highly Liquid Gold Company Trading more than 500,000 shares per day
Â· Geographically Diversified in Canada and Peru
Â· Substantial Combined Reserves Plus Measured and Indicated Resources and Historical Resources
In the formal offer to acquire Sullidenâ€™s outstanding common shares, Century will set out its acceptance condition at 50.1% of Sullidenâ€™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 â€“ 30,000 ounces of gold per year.
Shahuindo: Shahuindo is a gold-silver project located 25 km north of Barrickâ€™s Alto Chicama and 70 km south of Newmontâ€™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 Sullidenâ€™s shareholder rights plan.
M Partners Inc. is financial advisor to Century. Centuryâ€™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: â€œWe 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 Centuryâ€™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.â€œ