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Message: White Tiger Gold Shareholders Approve Business Combination With Century Mining
White Tiger Gold Shareholders Approve Business Combination With Century Mining (ccnm)
TORONTO, ONTARIO--(Marketwire - Sept. 13, 2011) - White Tiger Gold Ltd. (TSX:WTG) ("White Tiger" or the "Company") is pleased to announce that it has received shareholder approval for the Company's proposed business combination (the "Business Combination") with Century Mining Corporation ("Century Mining").
Under the Business Combination, White Tiger and Century Mining, intend to combine under a plan of arrangement resulting in 7918534 Canada Inc., a wholly-owned subsidiary of White Tiger, acquiring all of the issued and outstanding common shares of Century Mining (each, a "Century Share").
The Business Combination was approved by a resolution of shareholders of White Tiger at the "special" meeting held earlier today (the "Meeting"). The resolution required affirmative votes from both (a) a simple majority (50% plus one vote) of votes cast at the Meeting by holders of common shares of White Tiger (each a "White Tiger Share"), present in person or by proxy excluding the votes cast by insiders (as defined under the rules of the Toronto Stock Exchange) of White Tiger who would receive White Tiger Shares pursuant to the Arrangement in exchange for their Century Shares, and each of their respective associates, affiliates and insiders (as the case may be) who are also insiders of Century Mining, and (b) a simple majority of the votes cast on the resolution by holders of White Tiger Shares present in person or by proxy and entitled to vote on such resolution at the Meeting, excluding the votes cast by those persons whose votes were excluded pursuant to Multilateral Instrument 61-101. 21,820,472 White Tiger Shares (approximately 100% of all votes cast on the resolution) were voted in favour of the resolution, 500 White Tiger Shares (approximately 0% of the votes cast on the resolution) were voted against the resolution and 85,525,005 White Tiger Shares were excluded from voting on the resolution.
The Business Combination was approved by approximately 100% of the votes cast at the Meeting, excluding those votes cast by insiders and those votes excluded pursuant to Multilateral Instrument 61-101.
Also at the Meeting, for the purposes of facilitating the Business Combination, holders of White Tiger Shares approved the creation of an unlimited number of special voting shares of no par value and the adoption of an amended and restated memorandum and articles of association reflecting those shares.
The Business Combination remains subject to final approval of the Ontario Superior Court of Justice, approval under the Investment Canada Act and final approval of the Toronto Stock Exchange. The court date at which final court approval will be sought is currently scheduled for September 23, 2011 and Investment Canada Act approval is expected by mid-October.
"The Business Combination will allow us to build not only a diversified portfolio of mines and projects with both underground and open pit operations and a robust pipeline of projects offering potential long-term gold production growth through existing assets," said Dr. Geoffrey Cowley, Chief Executive Officer of White Tiger.
About White Tiger Gold Ltd.
The Company is a TSX-listed mining and exploration company, focused on the development of mineral resources in the Russian Federation. The Company currently operates the Savkino heap leach gold operation located in southeastern Siberia. Plans are underway to expand gold production at Savkino and to develop a second gold-copper mine at the Company´s Nasedkino property situated in Chita Region in southeast Siberia. In addition to Ildikan, Nasedkino/Uryum and Pridneprov, the Company also holds gold exploration licences in Zolin-Arkinsk and Takhtamygda which are prospective geological environments in south central Siberia.
Caution Concerning Forward-Looking Information
This news release contains forward looking information. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements in respect of the completion of the Business Combination, the anticipated benefits of the Business Combination to shareholders of the Company and the Company's plans to expand production at Savkino and develop a mine at Nasedkino) are forward-looking information. 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 analyses made by management of White Tiger in light of their 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: the conditional nature of the Business Combination, including the requirement for final approval of the Business Combination by the Ontario Superior Court of Justice, any required approval under the Investment Canada Act and final approval of the Toronto Stock Exchange; 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 between White Tiger and Century (together, the "Companies"); 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, White Tiger disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although White Tiger believes 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Dr. Geoffrey Cowley White Tiger Gold Ltd. Chief Executive Officer [email protected]
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