Centerra Gold to hold Special Meeting on Proposed Plan of Arrangement with Kyrgyzaltyn and the Kyrgyz Republic

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TORONTO, June 15, 2022 (GLOBE NEWSWIRE) — Centerra Gold Inc. (“Centerra” or the “Firm”) (TSX: CG) (NYSE: CGAU) introduced immediately that it has referred to as a particular assembly of shareholders to be held on July 25, 2022 (the “Assembly”).

On the Assembly, Centerra shareholders shall be requested to think about and, if deemed advisable, to move a decision (the “Association Decision”) approving the proposed plan of association (the “Plan of Association”) which is able to give impact to sure elements of the beforehand introduced world association settlement (the “Association Settlement”) entered into by, amongst others, Centerra, Kyrgyzaltyn JSC (“Kyrgyzaltyn”) and the Authorities of the Kyrgyz Republic.

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Centerra will file a administration data round (“Round”) and proxy-related supplies with securities regulatory authorities in reference to the Assembly within the coming days. The Round will comprise necessary data regarding the standing of the transactions contemplated by the Association Settlement (the “Association”) in addition to particulars in regards to the conduct of, and voting by shareholders at, the Assembly. Centerra shareholders are urged to learn and contemplate the knowledge that shall be contained within the Round in its entirety previous to voting on the Assembly.

Particular Assembly on July 25, 2022

The Assembly shall be held nearly on July 25, 2022, at 11:00 a.m. (Toronto time) at https://internet.lumiagm.com/422352408. Centerra has mounted the shut of enterprise on June 27, 2022 because the file date for figuring out Centerra shareholders entitled to obtain discover of and to vote on the Assembly. The deadline for receipt of proxies for the Assembly is 11:00 a.m. (Toronto time) on July 21, 2022, or if the Assembly is adjourned or postponed, at the least 48 hours (excluding Saturdays, Sundays and statutory holidays within the Province of Ontario) previous to the time when the adjourned or postponed Assembly is reconvened or convened, as relevant.

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The best way to Vote

All Centerra shareholders are inspired to vote on the Assembly on-line or by proxy. Particulars on find out how to vote and find out how to take part within the Assembly through the reside webcast shall be contained within the Round.

To ensure that Centerra to implement the Association, the Association Decision have to be accredited by (i) at the least two-thirds of the votes forged on the Assembly by Centerra shareholders, and (ii) a majority of the votes forged by Centerra shareholders, excluding the votes of any Centerra shareholders, reminiscent of Kyrgyzaltyn, required to be excluded beneath Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (i.e. minority approval), in every case current nearly or represented by proxy on the Assembly.

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Advice of the Particular Committee and the Board of Administrators Relating to the Association Decision

The Association has been accredited by the Board of Administrators of Centerra, following the advice of a Particular Committee of impartial administrators of Centerra. The Centerra Board of Administrators recommends that Centerra shareholders vote in favour of the Association Decision on the Assembly.

There may be no assurance that the situations precedent to the Association shall be glad in a well timed method or in any respect, and accordingly, that the Association will shut.

Shareholder Questions and Help

Centerra shareholders might contact Morrow Sodali, Centerra’s proxy solicitation agent, for questions and help in voting their Centerra frequent shares on the Assembly:

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Morrow Sodali
North America Toll Free: 1.888.999.2944
Acquire Calls Outdoors North America: 1.289.695.3075
E mail: help@morrowsodali.com

The Round and proxy-related supplies shall be obtainable on Centerra’s web site at www.centerragold.com and beneath Centerra’s profiles on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar. The Round and proxy-related supplies may even be mailed to Centerra shareholders.

Extension of Annual Assembly Deadline

In gentle of the pending Association, Centerra has been granted an extension by the Toronto Inventory Change to carry its annual assembly of shareholders no later than August 31, 2022. Centerra will present additional particulars concerning its annual assembly at a later date.

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Cautionary Word Relating to Ahead-Trying Info

Info contained on this doc which aren’t statements of historic information could also be “forward-looking data” for the needs of Canadian securities legal guidelines and inside the that means of america Personal Securities Litigation Reform Act of 1995. Such forward-looking data entails dangers, uncertainties and different elements that would trigger precise outcomes, efficiency, prospects and alternatives to vary materially from these expressed or implied by such ahead trying data. The phrases “count on”, “ponder”, “might”, “will”, “schedule” and related expressions determine forward-looking data. These forward-looking statements relate to, amongst different issues: the anticipated timing of the Assembly and issues associated thereto; the submitting with securities regulatory authorities and mailing to Centerra shareholders of the Round and proxy-related supplies; and the satisfaction of the situations precedent to the Association and completion of the Association.

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Ahead-looking data is essentially primarily based upon a lot of estimates and assumptions that, whereas thought-about cheap by Centerra, are inherently topic to vital political, enterprise, technical, financial and aggressive uncertainties and contingencies. Recognized and unknown elements might trigger precise outcomes to vary materially from these projected within the forward-looking data. Elements and assumptions that would trigger precise outcomes or occasions to vary materially from present expectations embody, amongst different issues: dangers that Centerra shareholders or the Ontario courtroom don’t approve the Plan of Association; dangers that any of the situations precedent to the Association is not going to be glad in a well timed method or in any respect; the influence of any actions taken by the Kyrgyz Authorities, or any of its instrumentalities, or Kyrgyzaltyn previous to the completion of the Association; the failure of the Kyrgyz Authorities or Kyrgyzaltyn to adjust to their obligations beneath the Association Settlement; the Kyrgyz Authorities taking additional steps to nationalize or expropriate the Kumtor Mine previous to the completion of the Association; political and regulatory dangers within the Kyrgyz Republic; useful resource nationalism; the influence of adjustments in, or extra aggressive enforcement of, legal guidelines, laws and authorities practices; the presence of a big shareholder that could be a state-owned firm of the Kyrgyz Republic and doable conflicts of curiosity associated thereto; and different actions which might be taken by the Firm in response to the continued state of affairs involving the Kumtor Mine. For added danger elements, please see the part titled “Danger Elements” within the Firm’s most not too long ago filed Annual Info Kind and within the Round, every of which is obtainable on SEDAR at www.sedar.com and EDGAR www.sec.gov/edgar.

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There may be no assurances that forward-looking data and statements will show to be correct, as many elements and future occasions, each recognized and unknown, might trigger precise outcomes, efficiency or achievements to differ or differ materially from the outcomes, efficiency or achievements which can be or could also be expressed or implied by such forward-looking statements contained or referred to herein. Accordingly, all such elements must be thought-about fastidiously when making choices with respect to Centerra, and potential traders shouldn’t place undue reliance on ahead trying data. Ahead-looking data contained herein is given as of the date of this press launch. Centerra assumes no obligation to replace or revise forward-looking data to replicate adjustments in assumptions, adjustments in circumstances or every other occasions affecting such forward-looking data, besides as required by relevant regulation.

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About
Centerra
Gold

Centerra Gold Inc. is a Canadian-based gold mining firm centered on working, creating, exploring and buying gold and copper properties in North America, Turkey, and different markets worldwide. Centerra operates two mines: the Mount Milligan Mine in British Columbia, Canada, and the Öksüt Mine in Turkey. Whereas Centerra nonetheless owns the Kumtor Mine within the Kyrgyz Republic, it’s now not beneath Centerra’s management. Centerra additionally owns the Goldfield District Venture in Nevada, United States, the Kemess Underground Venture in British Columbia, Canada, and owns and operates the Molybdenum Enterprise Unit in america and Canada. Centerra’s shares commerce on the Toronto Inventory Change (“TSX”) beneath the image CG and on the New York Inventory Change (“NYSE”) beneath the image CGAU. Centerra is predicated in Toronto, Ontario, Canada.

Further
data

Further data on Centerra is obtainable on the Centerra’s web site at www.centerragold.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.

For
extra
data:

Toby Caron
Treasurer and Director, Investor Relations
(416) 204-1694
toby.caron@centerragold.com

Shae Frosst
Supervisor, Investor Relations
(416) 204-2159
shae.frosst@centerragold.com

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