TORONTO, ONTARIO–(Marketwired – Sept. 30, 2015) –
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
Century Iron Mines Corporation (“Century” or the “Company“) (TSX:FER) is pleased to announce the results of the 2015 Annual General and Special Meeting of shareholders that was held on September 29, 2015 in Toronto.
At that meeting, the shareholders approved the following:
- The change of the Company’s name to “Century Global Commodities Corporation”;
- The continuation of the Company to the Cayman Islands under the Companies Law (2013 Revision) of the Cayman Islands (the “Companies Law“);
- The re-appointment of PricewaterhouseCoopers LLP as the Company’s auditor for the upcoming year; and
- The election of the slate of directors proposed by management to the Company’s board of directors (the “Board“).
Name Change and Continuation
At the meeting, the shareholders were asked to vote on two significant matters relating to the Company’s future plans. The shareholders approved a special resolution to change the Company’s name from “Century Iron Mines Corporation” to “Century Global Commodities Corporation” (the “Name Change“). The shareholders also approved a special resolution authorizing the continuation of the Company’s jurisdiction of incorporation from British Columbia, where it is governed by the British Columbia Business Corporations Act (the “BCBCA“), to the Cayman Islands, where it will be governed by the Companies Law (the “Continuation“). The reasons for both proposals are described in the Management Information Circular. Both the Name Change and the Continuation complement the Company’s current business plan of seeking new businesses, activities and investment opportunities involving commodities other than iron ore in various jurisdictions. As these opportunities could involve an expansion of the Company’s activities in scope and geography, the continuation into the Cayman Islands will provide the Company with the flexibility to undertake activities outside Canada by adopting a more internationalized corporate structure.
With respect to the Continuation, the Company announced during the meeting that management had learned in the process of consulting with shareholders prior to the meeting that, while shareholders are very supportive of the Continuation (as demonstrated by the fact that the Continuation was approved by 99.9888% of the shares voted), there was some desire that the Company should seek to more fully duplicate certain rights and privileges currently conferred upon shareholders under the BCBCA into the Memorandum and Articles of Association (the “M&A“) that will govern the Company as a Cayman Islands company. The proposed M&A are set out in the Management Information Circular for the meeting.
Management of the Company has considered this feedback seriously and has determined to complete a thorough review of the proposed Cayman Islands M&A with a view to revising the M&A to include expanded shareholder protections. Upon completion of this review, management will consider what amendments to the M&A should be recommended to the Board for approval in connection with the Continuation. It is anticipated that a further meeting of shareholders will be required to then approve the updated version of the M&A. Accordingly, it is also anticipated that the Board will not proceed with the Continuation until such time as a further revised M&A has been placed before shareholders for approval by way of a special resolution.
The Company anticipates that the Name Change will be completed in advance of the Continuation.
The results of the voting on the Name Change and the Continuation are as follows:
|Matter||Votes For||% of|
|% of Votes|
Sandy Chim, Chairman of the Board commented:
“I would like to take this opportunity to thank our shareholders for their overwhelming support. We are delighted to have virtually unanimous voting approval for the name change and continuation of the company to the Cayman Islands. These changes will position our company for success in our anticipated international business expansions and make us more compatible with other reputable international capital markets.
Our shareholders’ input in implementing these changes has been very encouraging. We will incorporate the applicable suggestions into the Cayman Islands M&A in line with the shareholders’ wishes in accordance with proper corporate governance process.
I look forward to working with our management team towards creating significant value for our shareholders.”
At the meeting, the shareholders re-appointed PricewaterhouseCoopers LLP as auditor of the Company.
Century is pleased to announce that, at the meeting the re-election of the previous directors of the Board was approved by shareholders. The voting results on the election of directors was as follows:
Results of the Proxies submitted for the Vote on the Election of Directors
|Director||Votes For||% of|
|% of Votes|
|Ben Koon (David) Wong||87,634,909||100%||5,150||0.0059%|
|Wei Ke Peng||87,634,909||100%||5,150||0.0059%|
|Kit Ying (Karen) Lee||87,634,909||100%||5,150||0.0059%|
Effective following the shareholder meeting, the Board of Directors elected Sandy Chim as Chairman of the Board, and Howard Bernier as Lead Director of the Board.
Century is an exploration and development company with significant properties in the prolific Labrador Trough in Québec, Newfoundland and Labrador, as well as the James Bay area of Québec. Century has two key strategic partners, WISCO and Minmetals, both Chinese state-owned enterprises. Each provides financial resources and technical expertise to assist the Company in advancing its projects. Century’s most advanced project is the Joyce Lake DSO project, a joint venture with WISCO located close to Schefferville, Québec. Century owns 60% in the joint venture and WISCO owns 40%. It is planned as a 2.5 million tonne per annum direct shipping iron ore project. A feasibility study was completed in March 2015. The Company is also committed to exploring and evaluating strategic opportunities outside of the iron ore market and to creating shareholder value through the efficient allocation of capital resources.
Century’s website is: www.centuryiron.com.
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, CENTURY’S INTENTION TO EVALUATE PROSPECTIVE TRANSACTIONS ARISING FROM THE REVIEW BY CENTURY OF ITS STRATEGIC OPTIONS AND ITS AVAILABLE WORKING CAPITAL. 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, 2015. 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.
Director, Corporate Development
416-977-3188, ext. 109