Corporate Structure

Name, Incorporation and Intercorporate Relationships

Century Iron Mine Corporation owns its mineral properties and conducts mineral exploration activities through the following wholly-owned direct and indirect subsidiaries: Grand Century, Canadian Century, Labec Century and 0849873..

Grand Century was incorporated under the BCBCA by Certificate of Incorporation dated March 13, 2008.  Under a Certificate of Name Change dated March 18, 2008, Grand Century effected a change of name from “0819317 B.C. Ltd.” to “Grand Century Iron Ore Inc.” 

Canadian Century was incorporated under the BCBCA by Certificate of Incorporation dated March 4, 2008. 

Labec Century was incorporated under the BCBCA by Certificate of Incorporation dated March 13, 2008.

0849873 was incorporated under the BCBCA by Certificate of Incorporation dated April 16, 2009.  Canadian Century is the owner of all of the issued and outstanding common shares of 0849873.

Century Iron Mine Corporation Organization

Century Iron Mine Corporation acquired direct ownership of Grand Century, Canadian Century and Labec Century and indirect ownership of 0849873 from Century NL pursuant to a share transfer agreement dated October 21, 2010 between Century NL and Century Holdings (the “Share Transfer Agreement”).  Pursuant to the Share Transfer Agreement, Century Holdings acquired all of the issued and outstanding common shares of Grand Century, Canadian Century, and Labec Century from Century NL in exchange for the issuance of 100 common shares (pre-Century Holdings Stock Split) of Century Holdings to Century NL. The aggregate purchase price and fair market value of the issued and outstanding shares of Canadian Century, Grand Century and Labec Century on the date of transfer was determined by the parties to be $50,000,000 (being $500,000 in respect of the shares of Grand Century, $14,500,000 in respect of the shares of Canadian Century and $35,000,000 in respect of the shares of Labec Century).  Concurrent with the execution of the Share Transfer Agreement, Century Holdings and Century NL entered into a note transfer agreement dated October 21, 2010 (the “Note Transfer Agreement”).  Pursuant to the Note Transfer Agreement and a subsequent repayment of capital, Century Holdings acquired from Century NL certain promissory notes originally issued by Grand Century, Canadian Century and Labec Century in exchange  for the issuance of an additional 100 common shares (pre-Century Holdings Stock Split) of Century Holdings to Century NL and the issuance to Century NL of a promissory note in the amount of $2.7 million.  The effect of the note transfer and subsequent repayment of capital was to reduce the debt owed to Century NL from $6.7 million to $2.7 million, resulting in a capitalization of $4.0 million which recapitalization was required by Red Rock as part of the agreement in connection with the Acquisition. Prior to the completion of the corporate organization of Century Holdings, each of Canadian Century, Grand Century and Labec Century were wholly-owned subsidiaries of Century NL.