Centerra Gold Reports Second Quarter Results

NEWS RELEASE

Centerra Gold Reports Second Quarter Results

This news release contains forward-looking information that is subject to the risk factors and assumptions set out on page 16 and in the Cautionary Note Regarding Forward-looking Information on page 26. It should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements and notes for the three and six months ended June 30, 2014 and associated Management’s Discussion and Analysis. The condensed interim financial statements of Centerra are prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board and the Company’s accounting policies as described in note 3 of its annual consolidated financial statements for the year ended December 31, 2013. All figures are in United States dollars unless otherwise stated.

To view Management’s Discussion and Analysis and the Financial Statements and Notes for the three and six months ended June 30, 2014, please visit the following link:

http://media3.marketwire.com/docs/cg0729fsmda.pdf

Toronto, Canada, July 29, 2014: Centerra Gold Inc. (TSX: CG) today reported a net loss for the second quarter of 2014 of $31.7 million, or $0.13 per share (basic and diluted) which reflects the lower average realized gold price¹, higher share-based compensation, and increased depreciation, depletion and amortization (DD&A) and an inventory charge at Kumtor. For the same period in 2013, the Company recorded net earnings of $1.6 million or $0.01 per common share.

2014 Second Quarter Highlights

• Kumtor obtained approvals for its 2014 annual mine plan from the relevant Kyrgyz agencies.
• Boroo mill repairs were completed and the mill returned to full milling capacity.
• Company on track to meet 2014 production and cost guidance.
• Produced 92,124 ounces of gold in the quarter, including 77,860 ounces at Kumtor and 14,265 ounces at Boroo, compared to 99,426 ounces in the same period in 2013.
• Cash provided by operations increased to $71.7 million compared to $40.8 million in the second quarter of 2013.
• All-in sustaining costs per ounce sold¹ of $1,540, which excludes revenue-based tax in the Kyrgyz Republic, compared to $1,537 in the same period in 2013.
• All-in costs per ounce sold¹, which excludes revenue-based tax in the Kyrgyz Republic and income taxes was $1,722 for the quarter compared to $1,708 for the second quarter of 2013.

The Company recorded a net loss of $29.6 million in the first half of 2014, compared to net earnings of $52.9 million in the comparative period of 2013. The decrease in earnings reflects lower realized gold prices, higher share-based compensation and increased DD&A and an inventory impairment charge at Kumtor.

1 University Avenue, Suite 1500 Toronto, ON M5J 2P1 tel 416-204-1953 fax 416-204-1954 www.centerragold.com During the second quarter of 2014, Centerra’s cash, cash equivalents and short-term investments decreased by $20.0 million to $492.2 million from $512.2 million at the end of March 2014 ($501.5 million at December 31, 2013). As at June 30, 2014, the Company had drawn $76 million on its $150 million revolving credit facility with the European Bank for Reconstruction and Development (EBRD), leaving a balance of $74 million undrawn at June 30, 2014. The amount drawn is due to be repaid on August 11, 2014. The Company has elected to extend the repayment date to February 2015 pending EBRD’s confirmation, which it expects to receive. Centerra believes, based on its current forecast, that it has sufficient cash and short-term investments to carry out its business plan in 2014 (see “2014 Outlook”).

Commentary

Ian Atkinson, President and CEO of Centerra Gold stated, “I am pleased to report that during the quarter the Kumtor mine obtained approvals of its 2014 mine plan allowing the operation to continue uninterrupted. Both the operations performed well during the quarter, achieving a total quarterly gold production of 92,124 ounces, which brings year-to-date gold production to 208,794 ounces. We are on track to achieve our 2014 guidance.”

“In the Kyrgyz Republic, the Company is continuing its discussions with the government regarding the potential restructuring of the Kumtor Project to resolve all outstanding concerns relating to the project. We are in the process of drafting the definitive agreements and are continuing discussions with the Kyrgyz Government.”

“I am also pleased to welcome Messrs. Emil Orozbaev, Michael Parrett and Kalinur Sadyrov to the Board of Directors, each of whom were elected to the Board at our recent annual and special meeting of shareholders held in May. Messrs. Orozbaev and Sadyrov were nominated by Kyrgyzaltyn, Centerra’s largest shareholder, and replace former Board members Messrs. Karybek Ibraev and Amangeldy Muraliev. Mr. Parrett replaces Mr. John Lill who did not stand for re-election.”

Consolidated Financial and Operating Summary

(1) Includes business development of $0.1 million in the second quarter and first half 2014 (nil for second quarter and first half 2013).

(2) As at June 30, 2014, the Company had 236,396,821 common shares issued and outstanding.

(3) Average for the period as reported by the London Bullion Market Association (US dollar Gold P.M. Fix Rate).

(4) Adjusted operating costs, all-in sustaining costs, all-in costs and all-in costs - including taxes ($ millions and per ounce sold) as well as average realized gold price per ounce and cost of sales per ounce sold are non-GAAP measures and are discussed under “Non-GAAP Measures”.

(5) Includes capitalized stripping of $86.9 million and $175.0 million in the second quarter and first half of 2014 ($77.2 million and $151.5 million in the second quarter and first half of 2013).

(6) Operating costs (on a sales basis) is comprised of mine operating costs such as mining, processing, regional office administration, royalties and production taxes (except at Kumtor where revenue-based taxes are excluded), but excludes reclamation costs and depreciation, depletion and amortization. Operating costs (on a sales basis) is the same as the cash component of cost of sales and represent the operating costs associated with the ounces sold in the period.

Second Quarter 2014 compared to Second Quarter 2013

• Gold production for the second quarter of 2014 totaled 92,124 ounces compared to 99,426 ounces in the comparative quarter of 2013. The decrease in ounces poured reflects lower production at the Boroo mine due to unscheduled mill downtime, the processing of lower grade ore and lower ounces under primary leach at Boroo.
• All-in sustaining costs per ounce sold¹, which excludes revenue-based tax in the Kyrgyz Republic, were $1,540 in the second quarter of 2014 compared to $1,537 in the comparative quarter of 2013.
• All-in costs per ounce sold¹, which excludes revenue-based tax in the Kyrgyz Republic and income taxes, for 2014, were $1,722 compared to $1,708 in 2013. The increase is mainly due to higher spending on growth capital¹ at Kumtor and higher capitalized stripping costs at Kumtor. Excluding capitalized stripping, the cash component of capital expenditures at Kumtor increased by $2.1 million in the second quarter of 2014 spent mainly on infrastructure relocation and equipment purchases.
• Revenue for the second quarter of 2014, decreased to $119.5 million from $128.2 million in the comparative quarter of 2013, primarily from a 7% lower average realized gold price in the second quarter of $1,285 per ounce compared to $1,376 per ounce in the same quarter of 2013. Sales volumes were also slightly lower (93,004 ounces in the second quarter of 2014 compared to 93,177 ounces in the second quarter of 2013).
• Cost of sales increased by 29% to $109.4 million in the second quarter of 2014, compared to $84.6 million in the comparative period of 2013, mainly as a result of the higher DD&A and an inventory impairment charge at Kumtor. DD&A associated with production increased to $60.9 million in the second quarter of 2014 from $31.6 million in the comparative quarter of 2013. The increase in DD&A resulted from processing higher cost ore from cut-back 15 in the second quarter of 2014 compared to ore from cut-back 14B which was processed in the second quarter of 2013. Access to ore from cutback 15 required more stripping of ice and waste thereby resulting in increased amortization of capitalized stripping costs as the ore was mined and stockpiled. Operating costs were capitalized for the stripping of 142 million tonnes of ice and waste for cut-back 15, whereas 61 million tonnes were stripped and capitalized for cut-back 14B. In addition, the expanded mobile fleet at Kumtor was fully commissioned in 2013 thereby attaching a higher equipment cost to the ore from cut-back 15. In addition, Kumtor recorded an inventory charge of $14.1 million in the second quarter of 2014, representing the excess of the inventoried cost over the amount the Company believes it could realize after further processing and subsequent sale of the gold.
• Exploration expenditures in the second quarter of 2014 totaled $3.9 million compared to $6.3 million in the same period of 2013. The decrease in exploration spending in the second quarter of 2014 reflects the cessation of all exploration activities at Kumtor in the fourth quarter of 2013 (second quarter of 2013 included $2 million of exploration at Kumtor).
• Corporate administration costs increased to $11.8 million in the second quarter of 2014 from $7.2 million in the second quarter of 2013 due to an increase in share-based compensation resulting from the revaluation at June 30, 2014 of the awards issued under the Company’s share-based plans. The Company’s share price increased by 31% during the second quarter of 2014 as compared to a decrease in share price of 45% during the same quarter of 2013. Share-based compensation was $5.3 million in the second quarter of 2014, compared to $0.2 million in the same period in 2013.
• Cash provided by operations was $71.4 million in the second quarter of 2014 compared to $40.9 million in the same period of 2013 as a result of a reduction in working capital levels, partially offset by lower earnings in the second quarter of 2014. Working capital decreased in the second quarter of 2014 by $36.5 million due to the timing of and payment for gold shipments and a reduction of gold inventory.
• Capital expenditures in the second quarter of 2014 were $111.5 million, which included sustaining capital¹ of $13.0 million, growth capital¹ of $11.6 million and $86.9 million of capitalized stripping costs ($61.5 million cash). Capital expenditures in the same quarter of 2013 were $105.5 million, which included $18.7 million for sustaining capital¹ and $9.6 million for growth capital¹ and capitalized stripping of $77.2 million ($56.6 million cash).

First Half 2014 compared to First Half 2013

• Gold production for the first half of 2014 totaled 208,794 ounces compared to 214,646 ounces in the comparative period of 2013. The decrease in ounces poured is due to lower production at the Boroo mine due to an unscheduled mill downtime at Boroo, lower mill grades processed and lower ounces under primary leach, partially offset by higher production at Kumtor due to drawing down in-circuit inventory.
• All-in sustaining costs per ounce sold¹, which excludes revenue-based tax in the Kyrgyz Republic, were $1,302 in the first half of 2014 compared to $1,274 in the comparative period of 2013. The increase is primarily due to higher capitalized stripping costs at Kumtor partially offset by lower spending on sustaining capital¹.
• All-in costs per ounce sold¹, which excludes revenue-based tax in the Kyrgyz Republic and income taxes, for the first half of 2014 were $1,411 compared to $1,467 in 2013. The decrease is primarily due to lower spending on sustaining and growth capital¹ and exploration, partially offset by lower ounces sold and higher capitalized stripping costs at Kumtor. Capitalized stripping increased by 13% to $123.9 million (cash component) in the first half of 2014 reflecting higher tonnage moved and higher maintenance costs for the augmented fleet.
• Revenue for the first half of 2014, decreased to $267.5 million from $320.52 million in the comparative period of 2013, primarily from a 15% lower average realized gold price of $1,289 per ounce compared to $1,512 per ounce in the first half of 2013. Sales volumes were also slightly lower (207,497 ounces compared to 211,922 ounces in the first half of 2013).
• Cost of sales increased by 24% to $218.5 million in the first half of 2014 due primarily to higher DD&A and an inventory impairment charge at Kumtor. DD&A associated with production increased to $127.5 million in the first half of 2014 from $75.4 million in the comparative period of 2013. The increase in DD&A resulted from processing higher cost ore from cut-back 15 compared to ore from cutback 14B which was processed in the second quarter of 2013. In addition, Kumtor recorded an inventory impairment charge of $14.6 million in the first half of 2014.
• Exploration expenditures in the first half of 2014 totaled $6.5 million compared to $13.4 million in the same period of 2013. The decrease in the first half of 2014 primarily reflects the cessation of all exploration activities at Kumtor in the fourth quarter of 2013 (first half of 2013 included $4.4 million of exploration at Kumtor) and lower spending on the Company’s projects in Russia and Mongolia.
• Corporate administration costs increased to $18.3 million in the first half of 2014 from $13.9 million in the first half of 2013 due to an increase in share-based compensation. The increase reflects the movement in the Company’s share price which increased by 56% during the first half of 2014 as compared to a decrease of 64% during the same period of 2013. Share-based compensation was $6.8 million in the first half of 2014, compared to $0.3 million in the same period in 2013.
• Cash provided by operations increased $40.5 million to $173.4 million in the first half of 2014, mainly as a result of lower levels of working capital.
• Capital expenditures in the first half of 2014 were $210.4 million, which included sustaining capital¹ of $21.6 million, growth capital¹ of $13.8 million and $175.0 million of capitalized stripping costs ($123.9 million cash). Capital expenditures in the same period of 2013 were $209.4 million, which included $32.1 million for sustaining capital¹ and $25.8 million for growth capital¹ and capitalized stripping of $151.5 million ($110.0 million cash).

Operations Update

Kumtor

At the Kumtor mine in the Kyrgyz Republic, gold production in the second quarter of 2014 was 77,860 ounces compared to 72,365 ounces in the comparative quarter of 2013 as Kumtor processed stockpiled ore from cut-back 15 that was mined during the fourth quarter of 2013. During the second quarter of 2014, Kumtor’s mill head grade averaged 2.35 g/t with a recovery of 73.2%, compared with 2.17 g/t and a recovery of 69.3% for the same quarter in 2013 when the mill processed metallurgically difficult stockpiled ore. Tonnes processed were approximately 1.4 million for the second quarter of 2014, which was 6% higher than the comparative quarter of 2013 when the mill was affected by an unscheduled shutdown as a result of protesters’ actions.

During the second quarter of 2014, Kumtor’s mining fleet focused on stripping waste to establish access to the south portion of the Kumtor pit (cut-back 16) that is expected to provide high-grade ore at the end of the third quarter of 2014. The total waste and ore mined for the second quarter of 2014 was 49.5 million tonnes compared to 47.9 million tonnes in the comparative period of 2013, reflecting the increased mining fleet at Kumtor.

The total waste and ore mined for the first six months of 2014 was 100.3 million tonnes compared to 88.1 million tonnes in the comparative period of 2013, representing an increase of 14% due to the increased volume of higher density material mined, the shorter haulage distances of waste material used for construction of the buttress within the pit and the increased fleet capacity. The buttress, located at the bottom of the advancing Davidov glacier on the edge of the ultimate pit design is working effectively. However, there can be no assurance that the buttress will ultimately stop or sufficiently slow down the movement of the Davidov glacier. On-going monitoring will continue.

All-in sustaining costs per ounce sold¹, which excludes revenue-based tax, were $1,511 in the second quarter of 2014 compared to $1,681 in the comparative quarter of 2013. The decrease results primarily from higher production and sales and lower sustaining capital¹ expenditures partially offset by increased capitalized stripping in the current period.

All-in costs per ounce sold¹, which excludes revenue-based tax and income tax, for the second quarter of 2014 decreased 10% to $1,658 compared to $1,842 in the comparative period of 2013. The decrease in all-in costs¹ is primarily due to an 11% increase in gold sold for the second quarter of 2014.

Capital expenditures in the second quarter of 2014 were $111.2 million which includes $12.9 million of sustaining capital¹, $11.4 million invested in growth capital¹ mainly on infrastructure relocation and equipment purchases and $86.9 million for capitalized stripping ($61.5 million cash). Capital expenditures the comparative quarter of 2013 totaled $101.5 million, consisting of $15.0 million for sustaining capital¹ and $9.3 million for growth capital¹ excluding $77.2 million of capitalized stripping ($56.6 million cash).

Boroo/Gatsuurt

At the Boroo mine in the second quarter of 2014, gold production was 14,265 ounces, compared to 27,061 ounces in the same period of 2013. The lower gold production is mainly the result of the unscheduled downtime of the mill resulting in 32% lower tonnes milled. Additionally, lower grade ore was processed through the mill and lower tonnage of ore was under primary leach in the second quarter of 2014. The mill head grade averaged 0.67 g/t with a recovery of 61.3% in the second quarter of 2014, compared to 1.13 g/t with a recovery of 60.8% in the same period of 2013.

All-in sustaining costs per ounce sold¹ were $915 in the second quarter of 2014 compared to $777 in the comparative quarter of 2013. The increase in all-in sustaining costs¹ is primarily due to the 33% decrease in ounces sold at Boroo year-over-year, partially offset by lower adjusted operating costs¹ and lower sustaining capital¹ expenditures.

All-in costs per ounce sold¹, which excludes income taxes, were $915 in the second quarter of 2014 compared to $777 in the same quarter of 2013 reflecting the lower production and resulting reduction in gold sales which was partially offset by lower adjusted operating costs¹ and lower sustaining capital¹ expenditures.

During the second quarter of 2014 exploration expenditures in Mongolia increased to $1.4 million from $0.7 million in the same period in 2013 as exploration activity commenced at the ATO property in Mongolia.

Subsequent to the end of the quarter, the Company and Boroo’s trade union signed a new 2-year collective agreement which will expire on June 30, 2016.

The Gatsuurt project remained under care and maintenance in the first quarter of 2014 due to continued delays in permitting resulting from the Water and Forest Law which prohibits mining and exploration activities in water basin and forested areas. The Company continued discussions with the Mongolian Government regarding the Gatsuurt project during the second quarter and expects that the Mongolian Parliament will consider the designation of Gatsuurt as a strategic deposit by the end of 2014. If Parliament ultimately approves this designation, it would have the effect of excluding Gatsuurt from the application of the Mongolian Water and Forest Law and would allow Mongolia to acquire up to a 34% interest in Gatsuurt. The terms of such participation would be subject to further negotiations with the Government. See “Other Corporate Developments- Mongolia”.

Exploration Update

Turkey Öksüt

The majority of the applications for drill permits, which were submitted in the second quarter of 2013, were received in March 2014. Drilling commenced in early April with a reverse circulation drill rig and by the end of the second quarter 40 reverse circulation drill holes were completed for a total of 4,991 metres of drilling. The majority of the RC holes (36) were condemnation holes to test the proposed sites for waste-rock dumps, the heap-leach pad as well as the mine office and shop buildings and have shown that there is no significant mineralization below surface at these sites.

Diamond drilling started in May with three drill rigs to drill core holes for geotechnical and metallurgical information as well as to test a number of exploration targets. Seven ‘metallurgical’ holes were completed during the quarter, with four holes being drilled into the main Keltepe Zone and the other three holes into the smaller Güneytepe Zone for a total of 1,210 metres. By the end of June a total of 16 geotechnical drill holes were completed for a combined length of 1,838 metres.

In addition nine exploration holes with a combined length of 2,150 metres were drilled at Öksüt during the quarter. A fence of five holes was completed to test the possible southward extension of the Keltepe deposit and assays have been received for one hole, ODD0204, which returned an intercept of 26.0 metres averaging 1.75 g/t Au. Additional drill holes will need to be drilled 50 metres south of ODD0204 to determine if the mineralization of the Keltepe Zone can be extended further south. Diamond drill holes were also completed to test the western margin of the Keltepe Zone and the southern extension of the Güneytepe Zone and assays are pending. In addition two holes were drilled to test a high-priority geophysical anomaly a few hundred metres west of the Keltepe Zone, both holes intercepted significant alteration, however, assay results were disappointing.

Mongolia Altan Tsagaan Ovoo (ATO)

During the second quarter nine holes totaling 2,265 metres were drilled to test geophysical targets that occur on or close to the principal fault structures associated with the ATO resource and Mungu Zone. Results from the drilling have been disappointing with only hole ATO-293, which is located between the northern end of Pipe 4 of the ATO deposit and the southwestern end of the Mungu Zone, intersecting mineralization of any significance; 42.7 metres of 0.62 g/t Au and 48.9 g/t Ag and 6.7 metres of 1.66 g/t Au and 144.4 g/t Ag.

A program of shallow drilling was carried out as a bedrock geochemical survey to identify targets beneath the colluvium cover to the west and southwest of the known ATO gold resource. Two targets of interest have been outlined by this work - the Del Northeast Target which shows evidence of Pb-Zn-Ag mineralization similar to that found at ATO and the BMW Target where intrusion-related copper-gold mineralization appears to be developed. The targets will be tested by diamond drill holes in the third quarter.

Additional geophysical surveys, geological mapping and trenching are in progress on other prospects on the large land package to define other drill targets.

Qualified Person & QA/QC

Exploration information and related scientific and technical information in this news release regarding the Öksüt project were prepared in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and were prepared, reviewed, verified and compiled by Centerra’s geological and mining staff under the supervision of Malcolm Stallman, Member of the Australian Institute of Geoscientists (AIG), Centerra’s Regional Exploration Manager – Western Asia and Eastern Europe, who is the qualified person for the purpose of NI 43-101. Sample preparation, analytical techniques, laboratories used and quality assurancequality control protocols used during the exploration drilling programs are done consistent with industry standards and independent certified assay labs are used.

Exploration information and related scientific and technical information in this news release regarding the ATO project were prepared in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and were prepared, reviewed, verified and compiled by Centerra’s geological and mining staff under the supervision of Boris Kotlyar, Certified Professional Geologist with The American Institute of Professional Geologists (AIPG), Centerra’s Director, Asia Exploration, who is the qualified person for the purpose of NI 43-101. Sample preparation, analytical techniques, laboratories used and quality assurance-quality control protocols used during the exploration drilling programs are done consistent with industry standards and independent certified assay labs are used.

The production information and related scientific and technical information in this news release, including the production estimates were prepared in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and National Instrument 43-101 and were prepared, reviewed, verified and compiled by Centerra’s geological and mining staff under the supervision of Gordon Reid, Professional Engineer and Centerra’s Vice-President and Chief Operating Officer, who is the qualified person for the purpose of NI 43-101. Mr. Reid will supervise the preparation, review, verification and compilation of such information as the qualified person following the departure of Mr. Dan Redmond from the Company and until Mr. Redmond’s replacement develops sufficient knowledge and familiarity with the Company’s projects to take on such responsibility.

Other Corporate Developments

The following is a summary of corporate developments with respect to matters affecting the Company and its subsidiaries in the Kyrgyz Republic and Mongolia. For a more complete discussion of these matters, see the Company’s 2013 Annual Information Form available on SEDAR at www.sedar.com.

Readers are cautioned that there are a number of legal and regulatory matters that are currently affecting the Company and that the following brief description is only a summary of the current status of such matters. For more complete background and information on these matters, including with respect to the Kyrgyz Parliamentary and State Commissions and their reports, Kyrgyz Parliamentary resolutions, discussions with the Government of the Kyrgyz Republic in relation to the Memorandum of Understanding and the Heads of Agreement relating to the proposed restructuring of the Kumtor Project, various environmental and other claims made by Kyrgyz state agencies and the draft Kyrgyz Law on Denunciation of the Agreement on New Terms for the Kumtor Project, please refer to the description contained in the 2013 Annual Information Form.

Kyrgyz Republic

Negotiations between Kyrgyz Republic and Centerra Following discussions with representatives of the Kyrgyz Government in the second half of 2013, Centerra announced on December 24, 2013 that it had entered into a non-binding heads of agreement (“HOA”) with the Government of the Kyrgyz Republic in connection with a potential restructuring transaction under which Kyrgyzaltyn would exchange its 32.7% equity interest in Centerra for an interest of equivalent value in a joint venture company that would own the Kumtor Project. On February 6, 2014, after their review of the HOA, the Kyrgyz Parliament adopted a resolution which appears to support the concept of the restructuring described in the HOA but also contains a number of recommendations that are materially inconsistent with the terms of the HOA.

Centerra expects to continue its discussions with the Government regarding a potential restructuring transaction to resolve all outstanding concerns relating to the Kumtor Project. However, it maintains that any agreement to resolve matters must be fair to all of Centerra’s shareholders. Any definitive agreement for a potential restructuring remains subject to required approvals in the Kyrgyz Republic, including the Government and Parliament of the Kyrgyz Republic, Centerra Special Committee and Board approval, as well as compliance with all applicable legal and regulatory requirements and approvals, including an independent formal valuation and shareholder approval.

While Centerra expects to continue discussions with the Government, there can be no assurance that any transaction will be consummated or that Centerra will be able to successfully resolve any of the matters currently affecting the Kumtor Project. The inability to successfully resolve matters, including obtaining all necessary approvals, and/or further actions of the Kyrgyz Republic Government and/or Parliament, could have a material adverse impact on Centerra’s future cash flows, earnings, results of operations and financial conditions.

Glacier Law On April 23, 2014 the Parliament of the Kyrgyz Republic passed a law prohibiting activities which affect glaciers in the Kyrgyz Republic (the “Glacier Law”). Subsequently, the President of the Kyrgyz Republic (who is required to approve legislation prior to it becoming effective) declined to approve the Glacier Law and returned it to Parliament for revision.

Permitting and Regulatory Matters As previously disclosed, KGC experienced a delay this year in receiving approvals for its 2014 annual mine plan from the relevant Kyrgyz Republic authorities. As a result, Centerra announced on June 2, 2014 that if such approvals were not received by June 13, 2014, the Company would begin an orderly shutdown of operations at Kumtor. However, the Company subsequently announced on June 13, 2014 that KGC had received the necessary approvals of its 2014 annual mine plan and accordingly, no shutdown of the Kumtor mine was necessary.

Dividend Claim On May 23, 2014, the Kyrgyz Republic General Prosecutor’s Office (“GPO”) filed a civil claim in Kyrgyz court against KGC which seeks to unwind an inter-corporate dividend declared and paid by KGC to Centerra in December 2013. KGC is a wholly-owned subsidiary of Centerra and the dividend was paid in the normal course of business. The GPO alleges that the dividend was contrary to the procedural requirements of Kyrgyz corporate law. Centerra and KGC dispute such allegations and believe that the dividend complied with the agreements governing the Kumtor Project and all applicable Kyrgyz laws. Centerra has also stated that the dividend does not have an impact on the valuation which underlies the restructuring contemplated by the HOA. Accordingly, KGC has contested claims made by the GPO by filing a number of motions with the Kyrgyz courts. These include challenges to, among other things, the jurisdiction of the Kyrgyz courts to hear the claim due to the arbitration provisions of the Restated Investment Agreement which requires all such disputes to be resolved through international arbitration.

Centerra also understands that the GPO has brought criminal proceedings against Mr. D. Japarov, who was a director of KGC (nominated by Kyrgyzaltyn) when the dividend was declared and paid. Mr. Japarov was also Chairman of the management board of Kyrgyzaltyn at that time.

Environmental Claims As previously disclosed, on June 7, 2013, Kumtor received four claims filed by the Kyrgyz Republic State Inspectorate for Environmental and Technical Safety (“SIETS”) with the Bishkek Inter-District Court. The SIETS environmental claims seek to enforce the previously disclosed environmental claims issued by SIETS in December 2012, seeking compensation in the aggregate amount of approximately $150 million in relation to (i) placement of waste rock on glaciers; (ii) unpaid use of water from Petrov Lake; (iii) unaccounted industrial and household waste; and (iv) damages caused to land resources (top soil). Each of these claims was dismissed by the Bishkek Inter-District Court and, on appeal, by the Bishkek City Court, on the basis that the arbitration clause in the Restated Investment Agreement requires that all such disputes be resolved through international arbitration.

SIETS appealed each of these decisions to the Kyrgyz Supreme Court, which upheld the appeal and referred the cases back to the Bishkek Inter-District Court. Notably, the Kyrgyz Supreme Court did not decide the question of jurisdiction but referred the cases back to the court of first instance for “new consideration”. Accordingly, the Company will again argue that the Kyrgyz courts do not have jurisdiction to hear these cases due to the international arbitration provision of the Restated Investment Agreement.

In addition to the original four claims of SIETS discussed above, SIETS has filed the following additional claims against KOC: (i) on October 12, 2013, a claim in the amount of approximately $485,000 for damages caused to land resources due to disturbance of land at the Kumtor Project (similar to the claim in (iv) above but involving a different area of the Kumtor concession); and (ii) on January 21, 2014, a claim for approximately $8.5 million for lost agricultural production and lost profits from 1994 to 2042. Kumtor has responded in writing to SIETS disputing both of these additional claims.

The previously disclosed claim commenced by Kyrgyz Republic State Agency for Environmental Protection and Forestry (“SAEPF”) for the aggregate amount of approximately $315 million is currently being appealed by KGC on a preliminary motion in the Bishkek City Court.

As previously stated, Kumtor believes the claims are exaggerated and without merit. The Kumtor Project has been the subject of systematic audits and investigations over the years by Kyrgyz and international experts, including by an independent internationally recognized expert who carried out a due diligence review of Kumtor’s performance on environmental matters at the request of Centerra’s Safety, Health and Environmental Committee of the Board of Directors. The report of this expert released in October 2012 can be found on the Kumtor website at http://www.kumtor.kg/en/ under the “Environment” section.

Land Use Claim On November 11, 2013, the Company received a claim from the Kyrgyz Republic General Prosecutor’s Office requesting the Inter-District Court of the Issyk-Kul Province to invalidate the Company’s land use certificate and seize certain lands within Kumtor’s concession area.

As previously noted, the Company believes that the invalidation of the land use certificate and purported seizure of land is in violation of the Kyrgyz Republic Land Code as well as the Restated Investment Agreement, which provides that the Kumtor Project is guaranteed all necessary access to the Kumtor concession area, including all surface lands as are necessary or desirable for the operation of the Kumtor Project.

Management Assessment There are several important outstanding issues affecting the Kumtor Project, which require consultation and co-operation between the Company and Kyrgyz regulatory authorities. The Company has benefited from a close and constructive dialogue with Kyrgyz authorities during project operations and remains committed to working with them to resolve these issues in accordance with the agreements governing the Kumtor Project (the “Kumtor Project Agreements”), which provide for all disputes to be resolved by international arbitration, if necessary. However, there are no assurances that the Company will be able to successfully resolve any or all of the outstanding matters affecting the Kumtor Project. There are also no assurances that continued discussions between the Kyrgyz Government and Centerra will result in a mutually acceptable solution regarding the Kumtor Project, that any agreed upon proposal for restructuring would receive the necessary legal and regulatory approvals under Kyrgyz law and/or Canadian law and that the Kyrgyz Republic Government and/or Parliament will not take actions that are inconsistent with the Government’s obligations under the Kumtor Project Agreements, including adopting a law “denouncing” or purporting to cancel or invalidate the Kumtor Project Agreements or laws enacted in relation thereto. The inability to successfully resolve all such matters would have a material adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. See “Caution Regarding Forward-looking Information”.

Mongolia

Gatsuurt Centerra continues to be in discussions with the Mongolian Government regarding the development of the Gatsuurt property. Centerra remains reasonably confident that the economic and development benefits resulting from its exploration and development activities will ultimately result in the Mongolian Water and Forest Law having a limited impact on the Gatsuurt project, in particular, and other of the Company’s Mongolian activities, including the ATO deposit. As previously disclosed, the Mongolian Water and Forest Law prohibits mineral prospecting, exploration and mining in water basins and forestry areas in Mongolia.