Toronto, Ontario, Canada January 23, 2008 Sulliden Exploration Inc. (TSX: SUE) announces that it has filed a Notice of Change in the Directors’ Circular, dated January 23, 2008, in which the Board of Directors of Sulliden unanimously recommend that Sulliden shareholders REJECT the Century Offer to purchase all of the shares of Sulliden on the basis of 0.72 of a Century share for each Sulliden share (the “Century Offer”).
The Century Offer consists entirely of Century shares and, if accepted, shareholders of Sulliden would become shareholders of Century. Accordingly, the review of the Offer undertaken by the Board of Directors of Sulliden required an evaluation of Century itself, its properties, its financial condition, its future prospects and the current and future value of the Century shares.
The Board of Directors has carefully reviewed and considered the Century Offer, with the benefit of advice from its legal advisors and Rosen & Associates, independent forensic accounting experts, and continues to have serious concerns about the financial condition of Century, the technical assessment of Century’s properties and about Century’s agreements with the Sanchez Paredes group of companies, and believes that:
* The share consideration offered by Century is highly speculative and of uncertain value because Century is in a weak financial condition, with limited cash resources and significant liabilities.
* Century faces substantial future share dilution associated with (i) the recently announced private flow through financings (approximately 16.3 million Century Shares) (ii) raising the estimated US$71 million of payment obligations for the recent transactions in Peru, and (iii) funding the significant capital development requirements of its existing mining projects.
* Century’s assets should be viewed as highly speculative, with limited current production and undemonstrated mineral reserves or resources.
* Century’s stated ability to end the litigation between Algamarca and Sulliden has not been demonstrated, nor have the terms, or means, of settlement been disclosed.
* Century’s financial disclosure is deficient and unreliable as reported by Rosen & Associates Limited, independent forensic accounting professionals – see the report posted on SEDAR (www.sedar.com) and Sulliden’s website (www.sulliden.com).
* The Offer significantly undervalues Sulliden’s Shahuindo property and its growth potential.
The directors and executive officers of Sulliden and Socrate Capital Inc. (the largest Sulliden shareholder), who collectively hold shares representing in approximately 15% of Sulliden’s shares, have declared that they DO NOT intend to tender their shares to the Century Offer. The Board of Directors, therefore, unanimously recommends that Sulliden shareholders REJECT the Offer and DO NOT TENDER to the Offer. Shareholders of who may have already tendered their shares to the Offer should WITHDRAW them.
As outlined in its press release of January 15th, 2008, the Board of Sulliden had been concerned that there appeared to be significant deficiencies in Century’s financial and technical disclosure and was of the opinion that sufficient or adequate financial or technical information was not available in the Century Offer or its public disclosure to enable a proper evaluation of Century.
On December 28, 2007 Sulliden made an application to the Ontario Securities Commission, pursuant to section 104 and 127 of the Securities Act (Ontario) for an order, inter alia, that Century provide full, proper and accurate disclosure in the Century Offer of all material facts relevant to Century and to the Century Offer. In the same application, Sulliden submitted that certain transactions in Sulliden’s shares engaged in by Century, as disclosed in the Century Offer, were in breach of the Securities Act and have improperly adversely affected the market price of Sulliden’s shares. Sulliden also alleges that Century is in violation of section 76(1) of the Securities Act for selling shares in Sulliden with the knowledge it intended to make a take-over bid in respect of Sulliden, and therefore Century and its insiders were in a “special relationship” with Sulliden. Sulliden’s application was referred to the Autorité des marchés financiers of Quebec (“AMF”) and Sulliden understands that the AMF is now reviewing the application.
In summary, the Board of Directors has carefully considered the Century Offer and have unanimously recommended that shareholders reject the Offer. The Directors believe that pursuing Sulliden’s existing strategy of continued exploration of the Shahuindo property, diligent and strenuous defense of Sulliden’s ownership of Shahuindo, and the pursuit of all rationale options to end the litigation in a timely manner and advance the development of the Shahuindo property will ultimately generate significantly greater value for Sulliden shareholders.
The Notice of Change to the Directors’ Circular is available on SEDAR (www.sedar.com) and the website of Sulliden (www.sulliden.com) and will be mailed to Sulliden shareholders. The Directors encourage all Sulliden shareholders to review the information carefully and conduct their own independent research prior to making their decision.
If you require further information you are encouraged to contact Sulliden Exploration Inc. at (416) 703-8287, or En français : téléphone 514-953-7205 or via email at contact@sulliden.com.
ABOUT SULLIDEN
Sulliden Exploration Inc. is a mineral exploration company focused on the development of its Shahuindo gold and silver Project. The Shahuindo project is located in northern Peru, in one of the world’s most prospective gold and silver regions, sitting approximately 25 km north of Barrick’s Laguanas Norte-Alto Chicama 1,100,000 oz/gold per year mine; 70 km south of Newmont’s multi-million oz/gold Yanacocha district and 200 km north of Barrick’s Pierina 650,000 oz/gold per year mine.
The Shahuindo resource stands at 38 million tonnes grading 0.95 g/t Au and 22.99 g/t Ag, containing 1.2 million oz of gold and 28 million oz of silver (equivalent to 1.6 million oz of gold at a gold to silver ratio of 1:60) in the Indicated Category; and 17.2 million tonnes grading 0.62 g/t Au and 12.83 g/t Ag, containing 342,000 oz of gold and 7 million oz of silver (equivalent to 460,000 oz of gold at a gold to silver ratio of 1:60) in the Inferred Category - (Resource Estimation – Met-Chem Canada Inc. April 2005 filed on www.sedar.com).
Sulliden’s rights to the Shahuindo property are in dispute and are the subject of extensive litigation in Peru.
Caution regarding forward-looking information:
Statements contained in this document which are not historical facts are forward-looking statements that involve risk, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. This forward-looking information includes, or may be based upon, estimates, forecasts, and statements as to management’s expectations with respect to, among other things, the outcome of legal proceedings, the issue of permits, the size and quality of the company’s mineral resources, progress in development of mineral properties, future production and sales volumes, capital and mine production costs, demand and market outlook for metals, future metal prices and treatment and refining charges, and the financial results of the company. Factors that could cause such differences, without limiting the generality of the following, include: volatility and sensitivity to market metal prices impact of change in foreign currency exchange rates and interest rates; imprecision in reserves estimates; environmental risks including increased regulatory burdens; unexpected geological conditions; adverse mining conditions; political risks arising from operating in developing countries; legal title to properties, outcome of litigation, changes in government regulations and policies, including laws and policies; and failure to obtain necessary permits and approvals from government authorities; and other development and operating risks.
Mineral resources that are not mineral reserves do not have demonstrated economic viability. Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that mineral resources will be converted into mineral reserves.
Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, undue reliance should not be placed on thes statements, which only apply as of the date of this document. The Company disclaims any intention or obligation to update or revised any forward-looking statement, whether as a result of new information, future events or otherwise.
For further information please contact:
John F. Kearney, President
Tel: (416) 703-8287
e-mail: contact@sulliden.com
James H. Coleman, Chairman
Tel: (403) 267-8373
Craig A. Geier, Vice President, CFO
Tel: (416) 703-8287
e-mail: craig.geier@sulliden.com
News
SULLIDEN DIRECTORS RECOMMEND SHAREHOLDERS REJECT THE OFFER FROM CENTURY MINING
January 23, 2008
Stock Quote
- TSX: SUE

- 0.02
- 0.83
- OTCQX: SDDDF

- 0.041
- 0.7905
- GOLD PRICE

- 1.13
- 1255.53
- SILVER PRICE

- 0.02
- 19.89
Quotes are delayed at least 15min
Visit our gallery to see photos of our Shahuindo Gold Project, exploration and community involvement.
View Photo Gallery