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Centerra Gold to carry Particular Assembly on Proposed Plan of Association with Kyrgyzaltyn and the Kyrgyz Republic
TORONTO, June 15, 2022 (GLOBE NEWSWIRE) — Centerra Gold Inc. (“Centerra” or the “Firm”) (TSX: CG) (NYSE: CGAU) introduced right this moment that it has known as a particular assembly of shareholders to be held on July 25, 2022 (the “Assembly”).
On the Assembly, Centerra shareholders will likely 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 can give impact to sure points 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.
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 will likely be contained within the Round in its entirety previous to voting on the Assembly.
Particular Assembly on July 25, 2022
The Assembly will likely be held nearly on July 25, 2022, at 11:00 a.m. (Toronto time) at https://net.lumiagm.com/422352408. Centerra has mounted the shut of enterprise on June 27, 2022 because the document 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.
Easy methods to Vote
All Centerra shareholders are inspired to vote on the Assembly on-line or by proxy. Particulars on the best way to vote and the best way to take part within the Assembly by way of the dwell webcast will likely be contained within the Round.
To ensure that Centerra to implement the Association, the Association Decision should be authorised by (i) at the least two-thirds of the votes solid on the Assembly by Centerra shareholders, and (ii) a majority of the votes solid by Centerra shareholders, excluding the votes of any Centerra shareholders, akin to Kyrgyzaltyn, required to be excluded below 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.
Suggestion of the Particular Committee and the Board of Administrators Concerning the Association Decision
The Association has been authorised by the Board of Administrators of Centerra, following the advice of a Particular Committee of unbiased 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 circumstances precedent to the Association will likely 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:
Morrow Sodali
North America Toll Free: 1.888.999.2944
Acquire Calls Exterior North America: 1.289.695.3075
E-mail: help@morrowsodali.com
The Round and proxy-related supplies will likely be obtainable on Centerra’s web site at www.centerragold.com and below 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 mild 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.
Cautionary Be aware Concerning Ahead-Trying Data
Data 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 throughout the which means of america Personal Securities Litigation Reform Act of 1995. Such forward-looking data includes 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 wanting data. The phrases “count on”, “ponder”, “might”, “will”, “schedule” and comparable expressions establish 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 circumstances precedent to the Association and completion of the Association.
Ahead-looking data is essentially based mostly upon a variety 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 embrace, amongst different issues: dangers that Centerra shareholders or the Ontario courtroom don’t approve the Plan of Association; dangers that any of the circumstances 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 below 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 modifications 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 threat elements, please see the part titled “Threat Elements” within the Firm’s most just lately filed Annual Data Type and within the Round, every of which is accessible on SEDAR at www.sedar.com and EDGAR www.sec.gov/edgar.
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 range or differ materially from the outcomes, efficiency or achievements which are 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 selections with respect to Centerra, and potential buyers shouldn’t place undue reliance on ahead wanting 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 modifications in assumptions, modifications in circumstances or another occasions affecting such forward-looking data, besides as required by relevant legislation.
AboutCenterraGold
Centerra Gold Inc. is a Canadian-based gold mining firm targeted on working, growing, 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 not below Centerra’s management. Centerra additionally owns the Goldfield District Challenge in Nevada, United States, the Kemess Underground Challenge 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”) below the image CG and on the New York Inventory Change (“NYSE”) below the image CGAU. Centerra relies in Toronto, Ontario, Canada.
Extradata
Extra data on Centerra is accessible on the Centerra’s web site at www.centerragold.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.
Forextradata:
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
PDF obtainable: http://ml.globenewswire.com/Useful resource/Obtain/bb08af3a-b956-458c-8906-c11f0f66ef8a
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