Centerra Gold to hold Special Meeting on Proposed Plan of Arrangement with Kyrgyzaltyn and the Kyrgyz Republic
1 University Avenue, Suite 1500 Toronto, ON
M5J 2P1
tel 416-204-1953
fax 416-204-1954
www.centerragold.com
NEWS RELEASE
Centerra Gold to hold Special Meeting on Proposed Plan of Arrangement
with Kyrgyzaltyn and the Kyrgyz Republic
Toronto, Canada , June 15, 2022 : Centerra Gold Inc. (“Centerra” or the “Company”) (TSX: CG)
(NYSE: CGAU) announced today that it has called a special meeting of shareholders to be held on July
25, 2022 (the “Meeting”).
At the Meeting, Centerra shareholders will be asked to consider and, if deemed advisable, to pass a
resolution (the “Arrangement Resolution”) approving the proposed plan of arrangement (the “ Plan of
Arrangement”) which will give effect to certain aspects of the previously announced global
arrangement agreement (the “Arrangement Agreement”) entered into by, among others, Centerra,
Kyrgyzaltyn JSC (“Kyrgyzaltyn”) and the Government of the Kyrgyz Republic.
Centerra will file a management information circular (“Circular”) and proxy -related materia ls with
securities regulatory authorities in connection with the Meeting in the coming days. The Circular will
contain important information relating to the status of the transactions contemplated by the
Arrangement Agreement (the “Arrangement”) as well as details about the conduct of, and voting by
shareholders at, the Meeting. Centerra shareholders are urged to read and consider the information that
will be contained in the Circular in its entirety prior to voting at the Meeting.
Special Meeting on July 25, 2022
The Meeting will be held virtually on July 25 , 2022, at 11:00 a.m. (Toronto time) at
https://web.lumiagm.com/422352408. Centerra has fixed the close of business on June 27, 2022 as the
record date for determining Centerra shareholders entitle d to receive notice of and to vote at the
Meeting. The deadline for receipt of proxies for the Meeting is 11:00 a.m. (Toronto time) on July 21,
2022, or if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and
statutory holidays in the Province of Ontario) prior to the time when the adjourned or postponed
Meeting is reconvened or convened, as applicable.
How to Vote
All Centerra shareholders are encouraged to vote at the Meeting online or by proxy. Details on how to
vote and how to participate in the Meeting via the live webcast will be contained in the Circular.
In order for Centerra to implement the Arrangement, the Arrangement Resolution must be approved by
(i) at least two -thirds of the votes cast at the Meeting by C enterra shareholders, and (ii) a majority of
the votes cast by Centerra shareholders, excluding the votes of any Centerra shareholders, such as
Kyrgyzaltyn, required to be excluded under Multilateral Instrument 61 -101 – Protection of Minority
Security Hold ers in Special Transactions (i.e. minority approval), in each case present virtually or
represented by proxy at the Meeting.
1 University Avenue, Suite 1500 Toronto, ON
M5J 2P1
tel 416-204-1953
fax 416-204-1954
www.centerragold.com
Recommendation of the Special Committee and the Board of Directors Regarding the
Arrangement Resolution
The Arrangement has been approved by the Board of Directors of Centerra, following the
recommendation of a Special Committee of independent directors of Centerra. The Centerra Board of
Directors recommends that Centerra shareholders vote in favour of the Arrangement Resolutio n at the
Meeting.
There can be no assurance that the conditions precedent to the Arrangement will be satisfied in a timely
manner or at all, and accordingly, that the Arrangement will close.
Shareholder Questions and Assistance
Centerra shareholders may contact Morrow Sodali, Centerra’s proxy solicitation agent, for questions
and assistance in voting their Centerra common shares at the Meeting:
Morrow Sodali
North America Toll Free: 1.888.999.2944
Collect Calls Outside North America: 1.289.695.3075
Email: [email protected]
The C ircular and proxy -related materials will be available on Centerra’s website at
www.centerragold.com and under Centerra’s profiles on SEDAR at www.sedar.com and EDGAR at
www.sec.gov/edgar. The Circular and proxy-related materials will also be mailed to Centerra
shareholders.
Extension of Annual Meeting Deadline
In light of the pending Arrangement, Centerra has been granted an extension by the Toronto Stock
Exchange to hold its annual meeting of shareholders no later than August 31, 2022. Centerra will
provide further details regarding its annual meeting at a later date.
Cautionary Note Regarding Forward-Looking Information
Information contained in this document which are not statements of historical facts 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 material ly from those expressed or implied by such forward looking
information. The words “expect”, “contemplate”, “may”, “will”, “schedule” and similar expressions
identify forward-looking information. These forward-looking statements relate to, among other thing s:
the expected timing of the Meeting and matters related thereto; the filing with securities regulatory
authorities and mailing to Centerra shareholders of the Circular and proxy -related materials; and the
satisfaction of the conditions precedent to the Arrangement and completion of the Arrangement.
Forward-looking information is necessarily based upon a number of estimates and assumptions that,
while considered reasonable by Centerra, are inherently subject to significant political, business,
technical, e conomic 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: risks that Centerra shareholders or the Ontario court do not
approve the Plan of Arrangement; 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
1 University Avenue, Suite 1500 Toronto, ON
M5J 2P1
tel 416-204-1953
fax 416-204-1954
www.centerragold.com
Government, or any of its instrumentalities, or Kyrgyzaltyn prior to the completion of the
Arrangement; the failure of the Kyrgyz Government or Kyrgyzaltyn to comply with their obligations
under the Arrangement Agreement; the Kyrgyz Government taking further steps to nationalize or
expropriate the Kumtor Mine prior to the completion of the Arrangement; political and regulatory risks
in the Kyrgyz Republic ; resource nationalism ; the impa ct of changes in, or more aggressive
enforcement of, laws, regulations and government practices; the presence of a significant shareholder
that is a state-owned company of the Kyrgyz Republic and possible conflicts of interest related thereto;
and other actions which could be taken by the Company in response to the ongoing situation involving
the Kumtor Mine . For additional risk factors, please see the section titled “Risk Factors” in the
Company’s most recently filed Annual Information Form and in the Circ ular, each of which is
available on SEDAR at www.sedar.com and EDGAR 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 or referred to herein.
Accordingly, all such f actors 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 contained herein is given as of the date of this pre ss release. 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.
About Centerra Gold
Centerra Gold Inc. is a Canadian -based gold 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 M illigan Mine in British Columbia, Canada, and
the Öksüt Mine in Turkey. While Centerra still owns the Kumtor Mine in the Kyrgyz Republic, it is no
longer under Centerra’s control. Centerra 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. Centerra is based in Toronto, Ontario, Canada.
Additional information
Additional information on Centerra is available on the Centerra’s website at www.centerragold.com,
on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.
For more information:
Toby Caron
Treasurer and Director, Investor Relations
(416) 204-1694
Shae Frosst
Manager, Investor Relations
(416) 204-2159