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Centerra Gold Reports First Quarter Results Net Earnings of $89.4 million ($0.30 per common share) and Adjusted Net EarningsNG of $56.4 million ($0.19 per common share). All figures are in United States dollars and all production figures are on a 100%-basis and continuing operations basis, unless ot

Technical Reports (NI 43-101) Management Changes Production Results Financials

NEWS RELEASE

Centerra Gold Reports First Quarter Results Net Earnings of $89.4 million ($0.30 per common share) and Adjusted Net EarningsNG of $56.4 million ($0.19 per common share).

All figures are in United States dollars and all production figures are on a 100%-basis and continuing operations basis, unless otherwise stated. This news release contains forward-looking information regarding Centerra Gold’s business and operations. See “Caution Regarding Forward-Looking Information” in Centerra Gold’s Management’s Discussion & Analysis for the three months ended March 31, 2022 (“MD&A”) included in this press release. All references in this document denoted with NG indicate a “specified financial measure” within the meaning of National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure of the Canadian Securities Administrators. None of these specified measures is a standardized financial measure under International Financial Reporting Standards (“IFRS”) and these measures might not be comparable to similar financial measures disclosed by other issuers. See “Non-GAAP and Other Financial Measures” in the MD&A included in this press release for a discussion of the specified financial measures used in this document and a reconciliation to the most directly comparable IFRS measure.

Toronto, Canada, May 4, 2022: Centerra Gold Inc. (“Centerra” or the “Company”) (TSX: CG and NYSE: CGAU) today reported its first quarter of 2022 results.

Significant financial and operating results of the first quarter ended March 31, 2022 included:

  • Net earnings for the quarter of $89.4 million or $0.30 per common share (basic).
  • Adjusted net earningsNG for the quarter of $56.4 million or $0.19 per common share (basic).
  • Cash provided by operating activities for the quarter of $28.3 million.
  • Free cash flowNG for the quarter of $9.1 million.
  • Gold production for the quarter of 93,784 ounces.
  • Copper production for the quarter of 20.6 million pounds.
  • Gold production costs for the quarter of $497 per ounce.
  • Copper production costs for the quarter of $1.68 per pound.
  • All-in sustaining costs on a by-product basisNG for the quarter of $395 per ounce.
  • All-in costs on a by-product basisNG for the quarter of $516 per ounce.
  • Strong balance sheet with cash position at the quarter-end of $768.4 million.
  • Centerra completed the acquisition of the Goldfield Project on February 28.
  • The ADR plant at the Öksüt Mine remains on a shutdown since early March due to mercury detected in the gold room. Mining, crushing, stacking and heap leaching activities continue at the site while the Company is evaluating different options to address the issue.
  • The Company’s full-year 2022 guidance for the Öksüt Mine and consolidated Centerra remain under review while guidance for the Mount Milligan Mine is unchanged since the last update.
  • The impact of the COVID-19 pandemic on its business continues to be minimal as employee absences due to COVID-19, or any other illnesses have been successfully managed.
  • Centerra entered into a global arrangement agreement with Kyrgyzaltyn JSC (“Kyrgyzaltyn”) and the government of Kyrgyz Republic on April 4, 2022 to effect a clean separation of Centerra from Kyrgyzaltyn and Kyrgyz Republic, including through the disposition of Centerra’s ownership in the Kumtor Mine and investment in the Kyrgyz Republic, the purchase for cancellation by Centerra of all of Kyrgyzaltyn’s 77.4 million Centerra common shares, the termination of Kyrgyzaltyn’s involvement in the Company, and the resolution of their disputes, among other provisions.
  • Quarterly Dividend declared of CAD$0.07 per common share.

Commentary

Scott Perry, President and Chief Executive Officer of Centerra stated, “In the first quarter, we continued to demonstrate that safety remains Centerra’s top priority, as the Öksüt Mine once again achieved one million consecutive hours of work without a lost time injury. We continue with renewed focus on our safety journey at the Mount Milligan Mine.”

“In the first quarter of 2022, our operating mines continued to deliver strong performance, producing 93,784 ounces of gold and 20.6 million pounds of copper, at gold production costs of $497 per ounce sold and all-in sustaining costs on a by-product basisNG of $395 per ounce sold. Although the ADR plant at the Öksüt Mine was placed on a shutdown in early March, the Company was able to produce 54,691 ounces from the mine in the first quarter at gold production costs and all-in-sustaining cost on a by-product basisNG of $386 and $451 per ounce sold, respectively. The Mount Milligan Mine started the year strong, continuing to demonstrate its reputation as a low cost operator, producing 39,093 ounces of gold, in addition to 20.6 million pounds of copper at gold production costs and all-in-sustaining cost on a by-product basisNG of $647 and $15 per ounce sold, respectively. While the all-in-sustaining cost on a by-product basisNG of $15 per ounce sold at the Mount Milligan Mine was positively impacted by by-product credits, the all-in-sustaining cost on a co- product basisNG was $819 per ounce sold. Financially, the Company generated cash provided by operating activities of $28.3 million, including $63.6 million generated at the Öksüt Mine and $20.8 million from the Mount Milligan Mine. The Mount Milligan Mine’s cash generation was impacted by the timing of cash collection on the gold and copper concentrate sale of $42 million occurring late in the quarter with cash not received until the second quarter of 2022. After closing the acquisition of the Goldfield Project, the Company ended the quarter with a cash balance of $768.4 million.”

“In 2022, we continue to expect strong operational performance at the Mount Milligan Mine, with full-year guidance unchanged from the last update. The Öksüt Mine 2022 gold doré bar production guidance remains under review. While the ADR plant at the Öksüt Mine remains currently on a shutdown, mining, crushing, stacking, and leaching activities continue according to plan up to the stage of loading gold onto carbon. The Company continues to evaluate options to remediate the issue at the ADR plant while undertaking an analysis to determine alternative means of monetizing gold in carbon material which could provide a temporary solution until gold doré bar production is restarted at site or over the life of mine with minimal equipment required at the ADR plant.”

“Subsequent to quarter-end, we announced that we had entered into a global arrangement agreement with Kyrgyzaltyn and the Kyrgyz Republic, with the hopes to close the agreement in the coming months. This agreement allows Centerra to move forward with a renewed focus on our core operations. We continue to invest in greenfield and brownfield exploration, with increased drilling programs at the Mount Milligan and Öksüt Mines, where we have seen promising results. Following the closing of the Goldfield project’s acquisition, we initiated planning of drilling programs as well as permitting, community outreach, regulatory compliance and land management activities. We continue the work on the new Mount Milligan Mine technical report which is expected to be released in the second quarter of 2022.”

“Based on the Company’s continued strong financial position, operating results and cash flows, the Board approved a quarterly dividend of CAD$0.07 per share on May 3, 2022 to shareholders of record on May 18, 2022.”

“We expect 2022 to be a transformative year for Centerra and we expect to see continued strong performance from our operating mines, advancement of the Goldfield Project, and meaningful generation of cash provided by operating activities and free cash flowNG.”

Board and Management Changes

Centerra is pleased to announce the appointment of Wendy Kei to its Board of Directors. Ms. Kei is an accomplished finance executive with over 25 years of business experience in a variety of industries, including mining sector. She brings a strong focus on corporate governance, finance, risk management and significant expertise in executing complex mergers and acquisitions. Ms. Kei is a Chartered Professional Accountant and previously served as Chief Financial Officer of Dominion Diamond Corporation (formerly Harry Winston Diamond Corporation and Aber Diamond Corporation). Ms. Kei is a member of the Chartered Professional Accountants of Ontario, holds an ICD.D designation from the Institute of Corporate Directors and holds a Bachelor of Mathematics from the University of Waterloo. Ms. Kei was selected as a 2016 Diversity 50 Candidate by the Canadian Board Diversity Council.

Centerra also announces that Dan Desjardins has retired as the Company’s Vice President and Chief Operating Officer. The Company offers its sincere thanks and gratitude to Dan for his dedication, leadership and contributions to the strategic direction of Centerra during his many years of service since joining the Company in 2015. Under Mr. Desjardins’ leadership, first as President of Kumtor Gold Company and subsequently as Vice President and Chief Operating Officer, and through his enduring passion for continuous improvement, the Kumtor Mine was elevated to world-class status and the construction of the Öksüt Mine was delivered on time and under budget and has since fully repaid its upfront investment within its first two years of commercial production. The Company thanks Mr. Desjardins for his contributions to Centerra over the many years and wishes Dan all the best in his retirement.

Exploration Update

Exploration activities in the first quarter of 2022 included drilling, surface sampling, geological mapping and geophysical surveying at the Company’s various projects and earn-in properties, targeting gold and copper mineralization in Canada, Turkey, Finland and the United States of America. Exploration expenditures for the first quarter of 2022 were $8.2 million. The activities were primarily focused on expanded drilling programs at the Mount Milligan Mine and the Öksüt Mine.

In the first quarter of 2022, 18 drill holes totalling 11,320 metres of diamond drilling were completed at the Mount Milligan Mine, including exploration drilling (3,803 metres in 7 drill holes) and resource expansion drilling (7,517 metres in 11 drill holes). In 2022, drilling at the Mount Milligan Mine will continue to target gold and copper porphyry mineralization below and adjacent to the current ultimate open-pit boundary, as well as continue to test targets with potential for shallower mineralization peripheral to the current pits.

In the first quarter of 2022, exploration activities at the Öksüt Mine comprised diamond drilling (2,344 metres in ten drill holes). Exploration drilling activities were mainly focused on testing the potential for further oxide gold mineralization at the Keltepe Northwest and Keltepe North-Northwest deposits. In the second quarter of 2022, drilling at the Öksüt Mine will continue to target potential expansion of oxide gold mineralization at the Keltepe North, Keltepe Northwest, and Keltepe North-Northwest deposits as well as testing the potential for new oxide gold mineralization at targets peripheral to the known deposits.

The Goldfield Project in Nevada has three known deposits, Gemfield, Goldfield Main and McMahon Ridge, as well as large areas of underexplored and highly prospective tenure. Initial exploration activities involved review and assessment of the geological, geophysical, geochemical, and drilling data, geological modelling and interpretation, planning of geophysical surveys, and the design of exploration and infill/resource expansion drilling programs. Airborne and ground geophysical surveys and reverse circulation drilling programs are planned to commence in the second quarter of 2022.

Selected drill program results and intercepts are highlighted in the supplementary data at the end of this news release. The drill collar locations and associated graphics are available at the following:

http://ml.globenewswire.com/Resource/Download/9fed935b-5a71-4650-88dc-16d4481be14e

About Centerra

Centerra Gold Inc. is a Canadian-based mining company focused on operating, developing, exploring and acquiring gold and copper properties in North America, Turkey, and other markets worldwide. Centerra operates two mines: the Mount Milligan Mine in British Columbia, Canada, and the Öksüt Mine in Turkey. While the Company still owns the Kumtor Mine in the Kyrgyz Republic, it is currently no longer under the Company’s control. The Company also owns the Goldfield District Project in Nevada, United States, the Kemess Underground Project in British Columbia, Canada, and owns and operates the Molybdenum Business Unit in the United States and Canada. Centerra's shares trade on the Toronto Stock Exchange (“TSX”) under the symbol CG and on the New York Stock Exchange (“NYSE”) under the symbol CGAU. The Company is based in Toronto, Ontario, Canada.

Conference Call

Centerra invites you to join its 2022 first quarter conference call on Wednesday, May 4, 2022 at 9:30 AM Eastern Time. The call is open to all investors and the media. To join the call, please dial toll-free in North America 1 (877) 758-1913. International participants may access the call at +1 (416) 641-6202. Results summary presentation slides are available on Centerra’s website at www.centerragold.com. Alternatively, an audio feed webcast will be broadcast live by Notified (formerly Intrado) and can be accessed live at Centerra’s website at www.centerragold.com. A recording of the call will be available on Centerra’s website at www.centerragold.com shortly after the call and via telephone until midnight Eastern Standard Time on May 18, 2022 by calling +1 (416) 626-4100 or (800) 558-5253 and using passcode 22018170.

For more information:

Toby Caron Shae Frosst Treasurer and Director, Investor Relations Manager, Investor Relations (416) 204-1694 (416) 204-2159 [email protected] [email protected]

Additional information on Centerra is available on the Company’s website at www.centerragold.com and at SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

Management’s Discussion and Analysis

For the Three Months Ended March 31, 2022 and 2021

This Management’s Discussion and Analysis (“MD&A”) has been prepared as of May 3, 2022 and is intended to provide a review of the financial position and results of operations of Centerra Gold Inc. (“Centerra” or the “Company”) for the three months ended March 31, 2022 in comparison with the corresponding period ended March 31, 2021. This discussion should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and the notes thereto for the three months ended March 31, 2022 prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company’s unaudited condensed consolidated interim financial statements and the notes thereto for the three months ended March 31, 2022, are available at www.centerragold.com and on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and EDGAR at www.sec.gov/edgar. In addition, this discussion contains forward-looking information regarding Centerra’s business and operations. Such forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. See “Caution Regarding Forward-Looking Information” below. All dollar amounts are expressed in United States dollars (“USD”), except as otherwise indicated. All references in this document denoted with NG indicate a “specified financial measure” within the meaning of National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure of the Canadian Securities Administrators. None of these measures is a standardized financial measure under IFRS and these measures might not be comparable to similar financial measures disclosed by other issuers. See section “Non-GAAP and Other Financial Measures” below for a discussion of the specified financial measures used in this document and a reconciliation to the most directly comparable IFRS measure.

Caution Regarding Forward-Looking Information

Information contained in this document which is not a statement of historical fact, and the documents incorporated by reference herein, may be “forward-looking information” for the purposes of Canadian securities laws and within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information involves risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. The words “believe”, “expect”, “anticipate”, “contemplate”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule”, “understand” and similar expressions identify forward-looking information. These forward-looking statements relate to, among other things: statements regarding 2022 Outlook and 2022 Guidance, including outlook on production (including the timing thereof), cost, free cash flow and capital spend in 2022, and the assumptions used in preparing such guidance and Outlook, including those discussed under “2022 Material Assumptions”; the impact of the seizure of the Kumtor Mine by the Kyrgyz Republic in May 2021 on the Company’s other operations and businesses; the expected benefits of the Arrangement Agreement (as defined herein); the expected timing to close the Arrangement (as defined herein); the expected timing to suspend and terminate the various proceedings contemplated by the Arrangement, including the withdrawal or termination of the Kyrgyz Proceedings (as defined herein); and the timing of Centerra’s special meeting of shareholders to consider and vote on the Plan of Arrangement contemplated by the Arrangement Agreement (as defined herein); and matters related thereto; the outcome of arbitration and other proceedings initiated by the Company regarding the unlawful seizure by the Kyrgyz Republic of the Kumtor Mine in May 2021, or the outcome or effect of the legacy environmental and tax disputes and criminal investigations relating to the Kumtor Mine; possible impacts to its operations relating to COVID-19; the Company’s expectation regarding having sufficient water at Mount Milligan in the medium-term for its targeted throughput and its plans for a long-term water solution; the Company’s continued evaluation of potential activity at the Kemess East Project; expectations regarding the resources and reserves within the Keltepe and Güneytepe deposits in support of an updated resource model and new life-of-mine plan; expectations regarding the future joining of the Keltepe North and Keltepe Northwest deposits; the Company’s expectations regarding exploration results in connection with the Sivritepe Project; expectations in respect of the acquisition of the Goldfield District Project (the “Goldfield Project”), including the anticipated benefits and strategic rationale of the transaction and future prospects in respect of the Goldfield Project; the Company’s expectations of adequate liquidity and capital resources for 2022; plans to reduce working capital balance at the Molybdenum Business Unit and plans related to potential restart or divestment of the Thomson Creek Mine or the Endako Mine; and, expectations regarding contingent payments to be received from the sale of Greenstone Partnership.

Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable by Centerra, are inherently subject to significant technical, political, business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward- looking information. Factors and assumptions that could cause actual results or events to differ materially from current expectations include, among other things: (A) strategic, legal, planning and other risks, including: political risks associated with the Company’s operations in Turkey, the USA and Canada; resource nationalism including the management of external stakeholder expectations; the impact of changes in, or to the more aggressive enforcement of, laws, regulations and government practices, including unjustified civil or criminal action against the Company, its affiliates, or its current or former employees; risks that community activism may result in increased contributory demands or business interruptions; the risks related to outstanding litigation affecting the Company; risks that any of the conditions precedent to the Arrangement will not be satisfied in a timely manner or at all; the impact of any actions taken by the Kyrgyz Republic Parliament or the Kyrgyz Republic, or any of its instrumentalities, prior to the completion of the Arrangement, including the failure of the Kyrgyz Government and/or Kyrgyzaltyn to comply with their respective obligations under the Arrangement Agreement; risks related to the continued imposition by the Kyrgyz Republic of external management on the Company’s wholly-owned subsidiary, Kumtor Gold Company CJSC (“KGC”) or the prolongation of such external management, including risks that the external manager materially damages the Kumtor Mine’s operations; the inability of the external management of KGC to obtain equipment, spare parts, consumables or other supplies; the Kyrgyz Republic taking further steps to nationalize or expropriate the Kumtor Mine, and/or utilizing the purported environmental and tax claims being asserted against KGC to strip KGC of its assets prior to the Completion of the Arrangement; risks that the Kyrgyz Republic undertake further unjustified civil or criminal action against the Company, its affiliates, or its current or former employees; the uncertainty of potential outcomes in the Kyrgyz Proceedings (as defined herein), the arbitration process (including risks that an arbitrator will reject the Company’s claims against the Kyrgyz Republic and/or Kyrgyzaltyn or that such claims may not be practically enforceable against the Kyrgyz Republic and/or Kyrgyzaltyn), the Chapter 11 proceedings, or the proceedings before the Ontario court against Tengiz Bolturuk; the impact of constitutional changes in Turkey; the impact of any sanctions imposed by Canada, the United States or other jurisdictions against various Russian and Turkish individuals and entities; potential defects of title in the Company’s properties that are not known as of the date hereof; the inability of the Company and its subsidiaries to enforce their legal rights in certain circumstances; the presence of a significant shareholder that is a state-owned company of the Kyrgyz Republic; risks related to anti-corruption legislation; Centerra not being able to replace mineral reserves; Indigenous claims and consultative issues relating to the Company’s properties which are in proximity to Indigenous communities; and potential risks related to kidnapping or acts of terrorism; completion of the acquisition of the Goldfield Project in accordance with, and on the timeline contemplated by, the terms and conditions of the relevant agreements in respect thereof, management’s assessment of the effects of the successful completion of the proposed acquisition of the Goldfield Project and the making of a determination to proceed with the development of the Goldfield Project on terms acceptable to Centerra; (B) risks relating to financial matters, including: sensitivity of the Company’s business to the volatility of gold, copper and other mineral prices; the use of provisionally-priced sales contracts for production at the Mount Milligan Mine; reliance on a few key customers for the gold-copper concentrate at the Mount Milligan Mine; use of commodity derivatives; the imprecision of the Company’s mineral reserves and resources estimates and the assumptions they rely on; the accuracy of the Company’s production and cost estimates; the impact of restrictive covenants in the Company’s credit facilities which may, among other things, restrict the Company from pursuing certain business activities or making distributions from its subsidiaries; changes to tax regimes; the Company’s ability to obtain future financing; the impact of global financial conditions; the impact of currency fluctuations; the effect of market conditions on the Company’s short-term investments; the Company’s ability to make payments, including any payments of principal and interest on the Company’s debt facilities, which depends on the cash flow of its subsidiaries; and (C) risks related to operational matters and geotechnical issues and the Company’s continued ability to successfully manage such matters, including the stability of the pit walls at the Company’s operations; the integrity of tailings storage facilities and the management thereof, including as to stability, compliance with laws, regulations, licenses and permits, controlling seepages and storage of water where applicable; the risk of having sufficient water to continue operations at the Mount Milligan Mine and achieve expected mill throughput; changes to, or delays in the Company’s supply chain and transportation routes, including cessation or disruption in rail and shipping networks whether caused by decisions of third-party providers or force majeure events (including, but not limited to, flooding, wildfires, COVID-19, or other global events such as wars); the success of the Company’s future exploration and development activities, including the financial and political risks inherent in carrying out exploration activities; inherent risks associated with the use of sodium cyanide in the mining operations; the adequacy of the Company’s insurance to mitigate operational and corporate risks; mechanical breakdowns; the occurrence of any labour unrest or disturbance and the ability of the Company to successfully renegotiate collective agreements when required; the risk that Centerra’s workforce and operations may be exposed to widespread epidemic including, but not limited to, the COVID-19 pandemic; seismic activity; wildfires; long lead-times required for equipment and supplies given the remote location of some of the Company’s operating properties and disruptions caused by global events and disruptions caused by global events; reliance on a limited number of suppliers for certain consumables, equipment and components; the ability of the Company to address physical and transition risks from climate change and sufficiently manage stakeholder expectations on climate-related issues; the Company’s ability to accurately predict decommissioning and reclamation costs; the Company’s ability to attract and retain qualified personnel; competition for mineral acquisition opportunities; risks associated with the conduct of joint ventures/ partnerships; and, the Company’s ability to manage its projects effectively and to mitigate the potential lack of availability of contractors, budget and timing overruns and project resources. For additional risk factors, please see section titled “Risks Factors” in the Company’s most recently filed Annual Information Form (“AIF”) available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

There can be no assurances that forward-looking information and statements will prove to be accurate, as many factors and future events, both known and unknown could cause actual results, performance or achievements to vary or differ materially from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements contained herein or incorporated by reference. Accordingly, all such factors should be considered carefully when making decisions with respect to Centerra, and prospective investors should not place undue reliance on forward-looking information. Forward-looking information is as of May 3, 2022. Centerra assumes no obligation to update or revise forward-looking information to reflect changes in assumptions, changes in circumstances or any other events affecting such forward-looking information, except as required by applicable law.

TABLE OF CONTENTS

Overview ....................................................................................................................................................................... 1 Overview of Consolidated Financial and Operational Highlights ........................................................................... 2 Overview of Consolidated Results .............................................................................................................................. 3 Outlook .......................................................................................................................................................................... 4 Recent Events and Developments ............................................................................................................................... 4 Financial Performance ................................................................................................................................................. 7 Financial Instruments .................................................................................................................................................. 9 Balance Sheet Review .................................................................................................................................................. 10 Liquidity and Capital Resources................................................................................................................................. 10 Operating Mines and Facilities ................................................................................................................................... 11 Discontinued Operations ............................................................................................................................................. 20 Quarterly Results – Previous Eight Quarters ............................................................................................................ 21 Related Party Transactions ......................................................................................................................................... 21 Accounting Estimates, Policies and Changes ............................................................................................................. 22 Disclosure Controls and Procedures and Internal Control Over Financial Reporting .......................................... 22 Non-GAAP and Other Financial Measures ............................................................................................................... 23 Qualified Person & QA/QC – Production, Mineral Reserves and Mineral Resources .......................................... 28

Overview

Centerra’s Business

Centerra is a Canadian-based mining company focused on operating, developing, exploring and acquiring gold and copper properties in North America, Turkey, and other markets worldwide. Centerra’s principal continuing operations are the Mount Milligan gold-copper mine located in British Columbia, Canada (the “Mount Milligan Mine”), and the Öksüt gold mine located in Turkey (the “Öksüt Mine”). The Company also owns the Goldfield District Project (the “Goldfield Project”) in Nevada, United States, the Kemess Underground Project (the “Kemess Project”) in British Columbia, Canada as well as exploration properties in Canada, the United States of America and Turkey and has options to acquire exploration joint venture properties in Canada, Finland, Turkey, and the United States. The Company owns and operates a Molybdenum Business Unit (the “Molybdenum BU”), which includes the Langeloth metallurgical processing facility, operating in Pennsylvania, USA (the “Langeloth Facility”), and two primary molybdenum mines on care and maintenance: the Thompson Creek Mine in Idaho, USA, and the Endako Mine (75% ownership) in British Columbia, Canada.

Prior to May 15, 2021, the Company also consolidated the results of the Kumtor Mine, located in the Kyrgyz Republic, through its wholly-owned subsidiary, Kumtor Gold Company CJSC (“KGC”). Although the Company remains the rightful owner of KGC, the seizure of the Kumtor Mine and the actions of the Kyrgyz Republic and Kyrgyzaltyn JSC (“Kyrgyzaltyn”) have resulted in the following: (i) the carrying value of the net assets of the mine were derecognized from the Company’s balance sheet, (ii) no value was ascribed to the Company’s interest in KGC, (iii) the Company recognized a loss on the change of control in the second quarter of 2021, and (iv) results of the Kumtor Mine’s operations are now presented as a discontinued operation in the Company’s financial statements. The Company has entered into a global arrangement agreement (“Arrangement Agreement”) dated April 4, 2022 with, among others, Kyrgyzaltyn and the Kyrgyz Republic to effect a separation of the parties, including through the disposition of Centerra’s ownership of the Kumtor Mine and investment in the Kyrgyz Republic, the purchase for cancellation by Centerra of Kyrgyzaltyn’s Centerra common shares, the termination of Kyrgyzaltyn’s involvement in the Company, and the resolution of all disputes. The transactions contemplated by the Arrangement Agreement have not been recognized in the Company’s condensed consolidated interim financial statements for the three months ended March 31, 2022.

As of March 31, 2022, Centerra’s significant subsidiaries are as follows:

Entity Property - Location Current Status Ownership Thompson Creek Metals Company Inc. Mount Milligan Mine - Canada Operation 100% Endako Mine - Canada Care and maintenance 75% Öksüt Madencilik A.S. Öksüt Mine - Turkey Operation 100% Langeloth Metallurgical Company LLC Langeloth - USA Operation 100% Gemfield Resources LLC Goldfield Project - USA Advanced exploration 100% AuRico Metals Inc. Kemess Project - Canada Advanced exploration 100% Thompson Creek Mining Co. Thompson Creek Mine - USA Care and maintenance 100% Kumtor Gold Company CJSC Kumtor Mine - Kyrgyz Republic Discontinued operation 100%

The Company’s common shares are listed on the Toronto Stock Exchange and the New York Stock Exchange and trade under the symbols “CG” and “CGAU”, respectively.

As of May 3, 2022, there are 297,440,601 common shares issued and outstanding, options to acquire 2,837,604 common shares outstanding under the Company’s stock option plan, and 915,944 restricted share units outstanding under the Company’s restricted share unit plan (exercisable on a 1:1 basis for common shares).

Overview of Consolidated Financial and Operating Highlights

($millions, except as noted) Three months ended March 31, 2022 2021 % Change

Financial Highlights (continuing operations basis, except as noted)

Revenue295.2226.231 %
Production costs144.2121.419 %
Depreciation, depletion, and amortization37.534.49 %

113.5

Earnings from mine operations70.561 %
Net earnings from continuing operations89.4111.4(20)%
Adjusted net earnings from continuing operations(1)56.428.2100 %
Net earnings from discontinued operations—56.0(100)%
Net earnings(2)89.4167.447 %
Adjusted net earnings(1)(2)56.484.2(33)%
Cash provided by operating activities from continuing operations28.386.4(67)%
Free cash flow from continuing operations(1)9.168.0(87)%
Adjusted free cash flow from continuing operations(1)19.168.0(72)%
Cash provided by operating activities from discontinued operations—66.7(100)%
Net cash flow deficit from discontinued operations(3)—(1.9)(100)%
Additions to property, plant and equipment (“PP&E”)210.215.91222 %
Capital expenditures - total(1)16.018.0(11)%
Sustaining capital expenditures(1)15.117.5(14)%
Non-sustaining capital expenditures(1)0.90.569 %
Net earnings from continuing operations per common share - basic(4)0.300.38(20)%
Net earnings per common share - $/share basic(2)(4)0.300.57(47)%
Adjusted net earnings from continuing operations per common share - basic(1)(4)0.190.1099 %
Adjusted net earnings per common share - $/share basic(1)(2)(4)0.190.28(33)%

Operating highlights (continuing operations basis)

Gold produced (oz)93,78470,17734 %
Gold sold (oz)94,90882,08216 %
Average market gold price ($/oz)1,8791,7975 %
Average realized gold price ($/oz )(5)1,6871,46515 %
Copper produced (000s lbs)20,55818,60910 %
Copper sold (000s lbs)19,44922,783(15)%
Average market copper price ($/lb)4.533.8617 %
Average realized copper price ($/lb)(5)3.772.7239 %
Molybdenum sold (000s lbs)2,8873,309(13)%
Average market molybdenum price ($/lb)19.0811.2978 %

Unit costs (continuing operations basis)

Gold production costs ($/oz)497644(23)%
All-in sustaining costs on a by-product basis ($/oz)(1)395575(31)%
All-in costs on a by-product basis ($/oz)(1)516724(29)%
Gold - All-in sustaining costs on a co-product basis($/oz)(1)735863(15)%
Copper production costs ($/lb)1.681.4218 %
Copper - All-in sustaining costs on a co-product basis – ($/lb)(1)2.111.6826 %

(1)

Non-GAAP financial measure. See discussion under “Non-GAAP and Other Financial Measures”.

(2)

Inclusive of the results from the Kumtor Mine prior to the loss of control on May 15, 2021.

(3)

Calculated as the sum of cash flow provided by operating activities from discontinued operations, cash flow used in investing activities from discontinued operations and cash flow used in financing activities from discontinued operations.

(4)

As at March 31, 2022, the Company had 297,387,727 common shares issued and outstanding, of which 26.1% were held by Kyrgyzaltyn.

(5)

This supplementary financial measure within the meaning of 52-112 is calculated as a ratio of revenue from the consolidated financial statements and units of metal sold and includes the impact from the Mount Milligan Streaming Arrangement and the impact of copper hedges.

Overview of Consolidated Results

Although the Company remains the rightful legal owner of KGC, due to the seizure of the Kumtor Mine and the related actions by the Kyrgyz Republic and Kyrgyzaltyn, the Company derecognized the assets and liabilities of the Kumtor Mine in the statements of financial position and presented its financial and operating results prior to the loss of control as discontinued operations for the three months ended March 31, 2021. As a result, the Company’s consolidated results from continuing operations discussed in this MD&A exclude the Kumtor Mine’s operations, unless otherwise noted. The impact of the Arrangement Agreement signed on April 4, 2022 has not been yet recognized in the financial statements presented.

First Quarter 2022 compared to First Quarter 2021

Net earnings of $89.4 million were recognized in the first quarter of 2022, compared to net earnings of $167.4 million in the first quarter of 2021. The decrease in net earnings was primarily due to a $72.3 million gain recognized on the sale of the Company’s interest in the Greenstone Gold Mines Partnership (“Greenstone Partnership”) in the first quarter of 2021 and higher current income tax expense related to the Öksüt Mine in the first quarter of 2022. In addition, there were higher corporate administration costs in the first quarter of 2022 primarily due to the effect of the increase in the Company’s share price on the provision for share-based compensation, an increase in consulting costs from various information technology projects and an increase in insurance expenses and costs associated with the NYSE listing.

The decrease in net earnings was partially offset by higher earnings from mine operations of $113.5 million in the first quarter of 2022 compared to $70.5 million in the first quarter of 2021 primarily due to an increase in ounces of gold sold at the Öksüt Mine and higher average realized gold, copper and molybdenum prices, partially offset by higher production costs in the Molybdenum BU. In addition, there was a higher reclamation provision revaluation recovery of $42.0 million in the first quarter of 2022 compared to $10.9 million in the first quarter of 2021 primarily attributable to an increase in the risk-free interest rates applied to discount the estimated future cash flows at sites on care and maintenance in the Molybdenum BU. The Company did not report any earnings related to discontinued operations in the first quarter of 2022. Net earnings from discontinued operations were $56.0 million in the first quarter of 2021.

Adjusted net earningsNG of $56.4 million were recognized in the first quarter of 2022, compared to adjusted net earningsNG from continuing operations of $28.2 million in the first quarter of 2021. The increase in adjusted net earningsNG was primarily due to an increase in ounces of gold sold at the Öksüt Mine and higher average realized gold, copper and molybdenum prices, partially offset by a decrease in ounces of gold and pounds of copper sold at the Mount Milligan Mine and pounds of molybdenum sold at the Molybdenum BU. The increase was partially offset by higher corporate administration costs and higher current income tax expense related to the Öksüt Mine.

The most significant adjusting items to net earnings in the first quarter of 2022 were:

  • $42.0 million reclamation provision revaluation recovery at sites on care and maintenance in the Molybdenum BU primarily attributable to an increase in the risk-free interest rates applied to discount the estimated future reclamation cash flows.
  • $6.5 million in legal and other costs directly related to the seizure of the Kumtor Mine.
  • $2.5 million of income tax adjustments resulting from foreign currency exchange rate impact on the deferred income taxes related to the Öksüt Mine.

The most significant adjusting items to net earnings from continuing operations in the first quarter of 2021 were the $72.3 million gain on the sale of Greenstone project and the $10.9 million reclamation recovery resulting from the reduction in the reclamation provision due to an increase in the risk-free interest rates applied to discount the estimated future reclamation cash flows.

Cash provided by operating activities from continuing operations was $28.3 million in the first quarter of 2022, compared to $86.4 million in the first quarter of 2021. The decrease in cash provided by operating activities was primarily due to an increase in income taxes paid of $21.8 million, related to the Öksüt Mine and an unfavourable working capital change at the Mount Milligan Mine as a result of timing of cash collection on concentrate sales and timing of vendor payments made in the period. In addition, there was an unfavourable working capital change at the Molybdenum BU from an increase in product inventory held at a higher average molybdenum prices and timing of cash collection on sales in the period. Cash provided by operating activities from discontinued operations was $66.7 million in the first quarter of 2021.

Free cash flowNG of $9.1 million was recognized in the first quarter of 2022, compared to free cash flowNG from continuing operations of $68.0 million in the first quarter of 2021. The decrease in free cash flowNG was primarily due to lower cash provided by operating activities, partially offset by slightly lower sustaining capital expendituresNG.

2022 Outlook

The Company’s 2022 outlook was disclosed in the MD&A for the year ended December 31, 2021 and 2020 filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar. In March 2022, the Company announced that mercury was detected at the adsorption-desorption recovery (“ADR”) plant at the Öksüt Mine and the gold doré bar production was suspended. The outlook for the Öksüt Mine and consolidated Centerra are currently under review while the rest of the outlook that was previously communicated, including the Mount Milligan Mine, remains unchanged. Following a thorough review, the Company expects to provide an update in the second quarter of 2022. Refer to Recent Events and Developments section in this MD&A for further details on the Öksüt Mine.

Recent Events and Developments

Kumtor Mine

On April 4, 2022, Centerra announced that it had entered into a global arrangement agreement with, among others, Kyrgyzaltyn and the Kyrgyz Republic (the “Arrangement Agreement”) to effect a clean separation of the parties, including through the disposition of Centerra’s ownership of the Kumtor Mine and investment in the Kyrgyz Republic, the purchase for cancellation by Centerra of Kyrgyzaltyn’s 77.4 million Centerra common shares, the termination of Kyrgyzaltyn’s involvement in the Company, and the resolution of all disputes. The Arrangement Agreement contemplates the following principal elements:

  • Kyrgyzaltyn transferring to Centerra all of its 77.4 million Centerra common shares for cancellation, representing an approximate 26.0% equity interest in Centerra, for an aggregate purchase price of approximately C$972 million (based on the closing price of C$12.56 per Centerra common share on the TSX on April 1, 2022). In satisfaction of the purchase price for the Centerra common shares owned by Kyrgyzaltyn, Kyrgyzaltyn will receive from Centerra the 100% equity interest in its two Kyrgyz subsidiaries, KGC and Kumtor Operating Company CJSC (“KOC”), and, indirectly, the Kumtor Mine (with Kyrgyzaltyn and the Kyrgyz Republic assuming all responsibility for the Kumtor Mine, including all reclamation and environmental obligations), plus a cash payment of approximately $36 million, a portion of which will be withheld on account of Canadian withholding taxes payable by Kyrgyzaltyn upon the purchase for cancellation of its Centerra shares (the “Share Exchange” and, together with the other transactions contemplated by the Arrangement Agreement, the “Arrangement”).
  • Full and final releases of all past, present and future claims of the parties.
  • Termination of all legal proceedings involving the parties in all jurisdictions with no admissions of liability. This includes:
    • Any and all cases, proceedings, investigations, inquiries or other actions by the Kyrgyz Republic, Kyrgyzaltyn or any other Kyrgyz governmental entity or any person acting on behalf of and/or for the benefit of any such person against Centerra and the other persons and entities released under the Arrangement Agreement (the “Kyrgyz Proceedings”) are to be withdrawn and terminated to Centerra’s sole satisfaction within 45 days of the date of the Arrangement Agreement;
    • Binding international arbitration proceedings that were previously commenced by the Company, KGC and KOC against the Kyrgyz Republic and Kyrgyzaltyn have been suspended and are to be terminated within two business days of the closing of the Arrangement;