Century Announces Launch of Rights Offering - Seite 2

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.