SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [ X ]
Filed by a Party other than the
Registrant [ ]
Check the appropriate Box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
CENTURION MINES CORPORATION
(Name of Registrant as Specified in Its Charter)
Spenst Hansen
____________________________
(Name of Person Filing Proxy Statement)
Payment of Filing Fee
(Check the appropriate box):
[ ] $125 per Exchange Act Rules
0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2), or Item 22(a)(2)
of Schedule 14A
[ ] $500 per each party to the
controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per
Exchange Act Rules 14a-6(i)(4)
and 0-11.
1. Title of each class of securities
to which transaction applies: ____
2. Aggregate number of securities
to which transaction applies: ____
3. Per unit price or other underlying
value of transaction computed
pursuant to Exchange Act Rule 0-11:
(Set forth the amount on which the
filing fee is calculated and state
how it was determined) _____
4. Proposed maximum aggregate value
of transaction: _____
5. Total Fee paid
[ ] Fee paid previously with preliminary materials.
[ X ] Check box if any part of the fee is
offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing
for which the offsetting fee was
paid previously. Identify the previous
filing by registration statement number,
or the Form or Schedule and the date of
its filing.
1. Amount Previously Paid: [$125.00]
2. Form Schedule or Registration Statement No.: [14A DEF]
3. Filing Party: [SPENST HANSEN]
4. Date Filed: [03/26/97]
[END OF SCHEDULE 14A]
[BEGINNING OF ADDITIONAL PROXY SOLICITING MATERIAL FOLLOWS:]
SUPPLEMENT TO 1997 PROXY STATEMENT
Centurion Mines Corporation
* * * * * * * * * * * * * * * * * * * * * * * *
This Supplement revises the Proxy Statement only in the following respect:
it amends Proposal Five (at page 11 of the Proxy Statement) by adding the
text printed below in Bold Italicized Letters [ FOR PURPOSES OF EDGAR
FORMATTING, THE CHANGES ARE NOTED IN BRACKETS AND IN CAPITAL LETTERS ].
* * * * * * * * * * * * * * * * * * * * * * * *
PROPOSAL FIVE: AUTHORIZATION TO INCREASE CAPITALIZATION (As Revised)
The Company is presently authorized to issue THIRTY MILLION SHARES
(30,000,000) of common stock, par value $0.01, pursuant to Article IV of the
Articles of Incorporation. At March [ 26 ], 1997, there were [ 28,085,165 ]
shares of the Company's common stock issued and outstanding. The current
proposal seeks shareholder approval to amend the Articles of Incorporation to
authorize an increase in the Company's capitalization to FORTY MILLION SHARES
(40,000,000). The purpose of the proposed increase is to ensure the
availability of sufficient authorized but unissued shares to be later issued
and used in accomplishing lawful corporate purposes in which the issuance of
stock may be essential or advisable in the judgment of the Board of Directors.
If the capitalization is increased, there exists a potential for a maximum
dilution of approximately 25 percent in proportionate ownership of shares held
before the increase. [ THERE ALSO EXISTS THE POTENTIAL THAT DILUTION COULD
RESULT FROM THE COMPANY'S INTENDED DEBT OFFERING TO RAISE $7,500,000
($10,000,000 IF THE OVER-ALLOTMENT OPTION IS EXERCISED IN FULL) THROUGH THE
PRIVATE PLACEMENT OF 13-1/2% SENIOR CONVERTIBLE SECURED NOTES, AS PREVIOUSLY
ANNOUNCED. THE COMPANY INTENDS TO USE THE PROCEEDS FROM THE OFFERING TO
CONSTRUCT AND OPERATE A SOLVENT-EXTRACTION/ELECTROWINNING (SX/EW) COPPER
RECOVERY PLANT AT ITS 100% OWNED OK MINE NEAR MILFORD, UTAH, WITH NO
SUBSEQUENT FINANCING ANTICIPATED TO BE REQUIRED. THIS PRIVATE PLACEMENT OF
NOTES IS EXPECTED TO CLOSE APPROXIMATELY APRIL 25, 1997. ONE OF THE TERMS OF
THE NOTES PROVIDES FOR THE OPTIONAL CONVERSION OF THE NOTES INTO SHARES OF
THE COMPANY'S COMMON STOCK IN AN ESTIMATED MINIMUM AMOUNT OF 800,000 SHARES
UP TO A MAXIMUM OF 5,000,000 SHARES. FAILURE TO APPROVE THIS INCREASE IN
CAPITALIZATION AS PROPOSED COULD PREVENT THE OFFERING FROM CLOSING UNLESS
ITS PRESENT TERMS WERE MODIFIED. SHOULD THE OFFERING NOT CLOSE, THAT EVENT
COULD HAVE A SERIOUS AND MATERIALLY DETRIMENTAL EFFECT ON THE ABILITY OF THE
COMPANY TO RAISE SUFFICIENT FUNDS NECESSARY TO PROCEED WITH ITS PLANS TO
CONSTRUCT THE SX/EW COPPER PRODUCTION FACILITY, AND/OR TO OTHERWISE PRODUCE
HI-GRADE, MARKET-READY COPPER AS ANTICIPATED. ]
Regardless of approval of this increase, however, the Company has no
[ OTHER ] present intent to issue additional shares to either the current
Principal Shareholders, the directors, the executive officers, or any other
person or entity, except as already provided under the 1991 Plan and the
terms of compensation to Directors and Named Executive Officers, or as may
be approved at this Meeting, nor to issue any material amount of shares to
any person or entity in connection with any acquisition, reorganization, or
share exchange.
It is not intended or anticipated that this increase will have any material,
dilutive effect on the shares currently outstanding, [ OTHER THAN AS
DESCRIBED ABOVE ], except perhaps with respect to an issuance of shares in
response to a hostile takeover attempt if such should occur.
The anti-takeover effect of the proposed increase in capitalization is as
follows: with the availability of additional shares, management could counter
a hostile takeover attempt by arranging with a friendly entity or other person
to be issued shares from the amount proposed for additional authorization,
hypothetically up to approximately ten million (10,000,000) shares. If that
were done, of course, the proportional share ownership of all other
shareholders would be diluted. The affirmative vote of a majority of the
currently issued and outstanding shares entitled to vote is required for
approval of the above-proposed amendment to the Articles of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE PROPOSAL TO
INCREASE THE COMPANY'S AUTHORIZED CAPITALIZATION TO FORTY MILLION
SHARES.
[End of Additional Definitive Proxy Soliciting Material]
