Century Global Commodities Corporation (TSX: CNT)
(the “
Company” or “
Century”), is
pleased to announce it is undertaking a rights offering to raise
gross proceeds of $394,018. The Company will be offering 98,504,571
rights (the “
Rights”) to holders (the
“
Shareholders”) of its ordinary shares of the
Company (“
Shares”) at the close of business on the
record date of June 9, 2023 (the “
Record Date”) on
the basis of one (1) Right for each one (1) Share held (the
“
Rights Offering”). Five (5) Rights will entitle
the holder to subscribe for one Share upon payment of the
subscription price of CAD$0.02 per Share (the “
Basic
Subscription Privilege”). 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 “
Additional Subscription
Privilege”).
The Rights will be listed and posted for trading
on the Toronto Stock Exchange (the “TSX”) under
the symbol “CNT.RT” on a “when issued” basis commencing on June 8,
2023 and will trade until 9:00 a.m. (Pacific time) on July 7, 2023.
The Rights will expire at 2:00 p.m. (Pacific Time) (the
“Expiry 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 (collectively, the “Eligible
Jurisdictions”). 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 (the “Ineligible
Jurisdictions”), or to any shareholders who are resident
in any jurisdiction other than the Eligible Jurisdictions (the
“Ineligible Holders”). Details of the Rights
Offering are set out in the Rights Offering notice (the
“Notice”) and the Rights Offering circular dated
May 31, 2023 (the “Circular”), which are filed on
SEDAR under Century’s profile at www.sedar.com. 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
TSX rules which require the Company to offer all existing
Shareholders a significant discount to purchase new Shares in order
to provide a meaningful incentive to all Shareholders to
participate in the Rights Offering. The Company presently 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%.
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 (the “Rights Agent”), 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
(the “Notice to Ineligible Shareholders”)
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 (the
“Exempt Purchaser Status Certificate”).
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 TSX. The
Rights Agent will mail cheques representing the net proceeds,
without interest, from such sales.
Sandy Chim and Thriving Century Limited, 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 Sandy Chim and Thriving Century Limited
(the “Standby Purchasers”), 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 Guaranty”). The Standby
Purchasers have allocated 8,051,963 Shares available under the
Standby Guaranty for purchase by Mr. Ivan Wong (the
“Management Allocation”). Currently, the Standby
Purchasers hold 18,025,317 Shares representing 18.30% 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% 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.
The Rights and the underlying Shares have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the “U.S. Securities
Act”), or the securities laws of any state of the United
States. This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities within the
United States, and the Rights (a) may not be offered or sold in the
United States or to any U.S. person, and (b) may not be exercised
within the United States or for the account or benefit of any U.S.
person or any person in the United States. “United
States” and “U.S. person” are as defined
in Regulation S under the U.S. Securities Act.
ABOUT CENTURY
Century Global Commodities Corporation (TSX:CNT)
is primarily a resource exploration and development company with a
large portfolio of multi-billion tonne iron ore projects in Canada,
mostly discovered by its own exploration team. It has other
non-ferrous metals 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, our most advanced project, is an
open pit direct shipping iron ore project in Newfoundland and
Labrador, close to the town of Schefferville, Québec which is
serviced by a rail link directly to ocean shipping iron ore ports
at Sept-Îles. 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 owns 91.6%.
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.
For further information please
contact:
Sandy Chim, President & CEO Century Global Commodities
Corporation 416-977-3188 IR@centuryglobal.ca
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
THIS PRESS RELEASE CONTAINS “FORWARD-LOOKING
INFORMATION” WITHIN THE MEANING OF CANADIAN SECURITIES LEGISLATION.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE
REPRESENTS THE EXPECTATIONS OF CENTURY AS OF THE DATE OF THIS PRESS
RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.
FORWARD-LOOKING INFORMATION INCLUDES INFORMATION THAT RELATES TO,
AMONG OTHER THINGS, THE COMPLETION OF THE RIGHTS OFFERING AND USE
OF PROCEEDS OF THE RIGHTS OFFERING, CENTURY’S OWNERSHIP AND PLANS
FOR THE SPIN-0UT, INCLUDING LISTING, FINANCING AND DEVELOPMENT OF
THE JOYCE LAKE DSO IRON ORE PROJECT, INCLUDING (I) ESTIMATES AS TO
RESOURCES AND RESERVES FOR THE PROJECT, (II) ESTIMATES AS TO THE
CAPITAL COSTS, OPERATING COSTS, PRODUCTION RATES, MINE LIFE, NET
PRESENT VALUE AND RATES OF RETURN FOR THE PROJECT, (III)
PROJECTIONS AS TO THE TIME FRAME FOR THE ADDITIONAL WORK REQUIRED
TO COMPLY WITH THE PROVINCIAL ENVIRONMENTAL IMPACT ASSESSMENT
GUIDELINES; (IV) THE ABILITY OF JDI TO CONCLUDE BENEFIT AGREEMENTS
WITH FIRST NATIONS AND THE GOVERNMENT OF NEWFOUNDLAND AND LABRADOR;
(V) THE TIMELINE FOR COMPLETION OF THE EIS PROCESS BY JDI; (VI) THE
ABILITY OF JDI TO MEET ALL FEDERAL AND PROVISIONAL EIS REQUIREMENTS
AND TO ULTIMATELY SECURE THE REQUIRED ENVIRONMENTAL PERMITTING; AND
(VII) THE ABILITY OF JDI TO LIST ITS COMMON SHARES ON THE NEO
AEQUITAS STOCK EXCHANGE, OF WHICH THERE IS NO ASSURANCE.
FORWARD-LOOKING INFORMATION IS BASED ON, AMONG OTHER THINGS,
OPINIONS, ASSUMPTIONS, ESTIMATES AND ANALYSES THAT, WHILE
CONSIDERED REASONABLE BY CENTURY AT THE DATE THE FORWARD-LOOKING
INFORMATION IS PROVIDED, ARE INHERENTLY SUBJECT TO SIGNIFICANT
RISKS, UNCERTAINTIES, CONTINGENCIES AND OTHER FACTORS THAT MAY
CAUSE ACTUAL RESULTS AND EVENTS TO BE MATERIALLY DIFFERENT FROM
THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING INFORMATION. THE
RISKS, UNCERTAINTIES, CONTINGENCIES AND OTHER FACTORS THAT MAY
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR
IMPLIED BY THE FORWARD-LOOKING INFORMATION MAY INCLUDE, BUT ARE NOT
LIMITED TO, RISKS GENERALLY ASSOCIATED WITH CENTURY’S BUSINESS, AS
DESCRIBED IN CENTURY’S ANNUAL INFORMATION FORM FOR THE YEAR ENDED
MARCH 31, 2022. INVESTOR SHOULD ALSO REVIEW THE FS IN DETAIL UPON
ITS PUBLICATION IN ORDER TO FULLY UNDERSTAND THE RISKS AFFECTING
THE PROJECT AND THE ESTIMATES INCLUDED IN THE PROJECT. READERS
SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION
AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE.
WHILE CENTURY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS
INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE
WITH APPLICABLE LAWS.
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