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NEWS RELEASE
Centerra Gold to carry Particular Assembly on Proposed Plan of Association
with Kyrgyzaltyn and the Kyrgyz Republic
Toronto, Canada, June 15, 2022: Centerra Gold Inc. (“Centerra” or the “Firm”) (TSX: CG)
(NYSE: CGAU) introduced at present 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 contemplate and, if deemed advisable, to go a decision (the “Association Decision”) approving the proposed plan of association (the “Plan of Association”) which is able to give impact to sure facets of the beforehand introduced international 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 info round (“Round”) and proxy-related supplies with securities regulatory authorities in reference to the Assembly within the coming days. The Round will comprise vital info 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 data 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 just about on July 25, 2022, at 11:00 a.m. (Toronto time) at https://internet.lumiagm.com/422352408. Centerra has fastened 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, a minimum of 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.
Learn how to Vote
All Centerra shareholders are inspired to vote on the Assembly on-line or by proxy. Particulars on methods to vote and methods to take part within the Assembly by way of the dwell webcast shall be contained within the Round.
To ensure that Centerra to implement the Association, the Association Decision have to be authorized by
- a minimum of 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 underneath Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (i.e. minority approval), in every case current just about or represented by proxy on the Assembly.
1 College Avenue, Suite 1500 Toronto, ON M5J 2P1
tel 416-204-1953 fax 416-204-1954www.centerragold.com
Advice of the Particular Committee and the Board of Administrators Relating to the Association Decision
The Association has been authorized 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 could be no assurance that the situations precedent to the Association shall be happy in a well timed method or in any respect, and accordingly, that the Association will shut.
Shareholder Questions and Help
Centerra shareholders could 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
Electronic mail: help@morrowsodali.com
The Round and proxy-related supplies shall be obtainable on Centerra’s web site at www.centerragold.comand underneath Centerra’s profiles on SEDAR at www.sedar.comand EDGAR at www.sec.gov/edgar.The Round and proxy-related supplies can 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 relating to its annual assembly at a later date.
Cautionary Observe Relating to Ahead-Trying Data
Data contained on this doc which aren’t statements of historic info could also be “forward- trying info” for the needs of Canadian securities legal guidelines and inside the which means of the USA Personal Securities Litigation Reform Act of 1995. Such forward-looking info 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 trying info. The phrases “count on”, “ponder”, “could”, “will”, “schedule” and comparable expressions establish forward-looking info. 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.
Ahead-looking info is essentially based mostly upon a lot of estimates and assumptions that, whereas thought-about cheap by Centerra, are inherently topic to important political, enterprise, technical, financial and aggressive uncertainties and contingencies. Identified and unknown elements might trigger precise outcomes to vary materially from these projected within the forward-looking info. Components 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 court docket don’t approve the Plan of Association; dangers that any of the situations precedent to the Association won’t be happy in a well timed method or in any respect; the affect of any actions taken by the Kyrgyz
1 College Avenue, Suite 1500 Toronto, ON M5J 2P1
tel 416-204-1953 fax 416-204-1954www.centerragold.com
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 underneath 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 affect 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 attainable conflicts of curiosity associated thereto; and different actions which might be taken by the Firm in response to the continued scenario involving the Kumtor Mine. For added danger elements, please see the part titled “Threat Components” within the Firm’s most just lately filed Annual Data Kind and within the Round, every of which is out there on SEDAR at www.sedar.com and EDGAR www.sec.gov/edgar.
There could be no assurances that forward-looking info 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 might 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 info. Ahead-looking info contained herein is given as of the date of this press launch. Centerra assumes no obligation to replace or revise forward-looking info to replicate modifications in assumptions, modifications in circumstances or another occasions affecting such forward-looking info, besides as required by relevant legislation.
About Centerra Gold
Centerra Gold Inc. is a Canadian-based gold mining firm centered 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 now not underneath 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 the USA and Canada. Centerra’s shares commerce on the Toronto Inventory Change (“TSX”) underneath the image CG and on the New York Inventory Change (“NYSE”) underneath the image CGAU. Centerra relies in Toronto, Ontario, Canada.
Further info
Further info on Centerra is out there 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 info:
Toby Caron
Treasurer and Director, Investor Relations
- 204-1694toby.caron@centerragold.com
Shae Frosst
Supervisor, Investor Relations
- 204-2159shae.frosst@centerragold.com
1 College Avenue, Suite 1500 Toronto, ON M5J 2P1
tel 416-204-1953 fax 416-204-1954www.centerragold.com
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