Centerra Gold Announces Restrictions on Shares Held by Kyrgyzaltyn JSC
May 17 2021 - 9:26PM
Centerra Gold Inc. (“Centerra” or the “Company”) (TSX: CG) (NYSE:
CGAU) announced today that, as a result of the recent events in the
Kyrgyz Republic, Kyrgyzaltyn JSC, together with its affiliates, are
prohibited from transferring or encumbering any common shares of
the Company (“Centerra shares”) or exercising any voting rights
attached to Centerra shares. In addition, dividends or
distributions on Centerra shares that would otherwise be payable to
Kyrgyzaltyn or its affiliates will be donated to the Company to the
extent such dividends or distributions can be attributed reasonably
to Kumtor Gold Company (“KGC”) (or its assets or operations) or
distributions from KGC. Kyrgyzaltyn JSC and its affiliates are also
not entitled to any dissent rights in respect of their Centerra
shares should such rights arise.
These prohibitions and restrictions are provided
for under the 2009 Shareholders Agreement between Centerra and
Kyrgyzaltyn JSC, the state-owned entity through which the Kyrgyz
Republic owns approximately 26% of the Centerra shares, and their
duration cannot currently be determined. The Company does not
intend to make any further public comments regarding this matter
unless required by law.
The Company has accepted the resignation of
Tengiz Bolturuk as a director of Centerra with immediate effect on
the basis that Mr. Bolturuk is unable to discharge his fiduciary
and similar duties and obligations to the Company. Mr. Bolturuk
joined the Centerra Board of Directors in December 2020 as a
nominee of Kyrgyzaltyn JSC. The Company is conducting an
investigation into recent statements by Mr. Bolturuk regarding his
involvement in, and support for, the events ongoing in the Kyrgyz
Republic, as well as the involvement of, and coordination with,
others.
About CenterraCenterra Gold
Inc. is a Canadian-based gold mining company focused on operating,
developing, exploring and acquiring gold properties in North
America, Asia and other markets worldwide and is one of the largest
Western-based gold producers in Central Asia. Centerra operates
three mines, the Kumtor Mine in the Kyrgyz Republic, the Mount
Milligan Mine in British Columbia, Canada and the Öksüt Mine in
Turkey. 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.
Caution 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
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: the duration of the
prohibitions and restrictions on Kyrgyzaltyn JSC and its affiliates
in respect of Centerra shares.
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: political risks
associated with the Company’s operations in the Kyrgyz Republic;
the ongoing failure of the Kyrgyz Republic Government to comply
with its continuing obligations under the 2017 Strategic Agreement
on Environmental Protection and Investment Promotion and the 2009
Restated Project Agreements governing the Kumtor Mine to allow for
the continued operation of the Kumtor mine by KGC and Kumtor
Operating Company (“KOC”) and not take any expropriation action
against the Kumtor mine; actions by the Kyrgyz Republic Government
or any state agency or the General Prosecutor's Office that serve
to restrict or otherwise interfere with the payment of funds by KGC
and KOC to Centerra; 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, including the interaction of claims of harm to the
environment or human health with the new Kyrgyz Republic law that
enabled imposition of external management on the Kumtor Mine by the
Kyrgyz Republic Government; potential impact on the Kumtor mine of
investigations by Kyrgyz Republic instrumentalities; the inability
of the Company and its subsidiaries to enforce their legal rights
in certain circumstances or to collect on any favorable arbitral
judgement awarded against the Kyrgyz Republic; the presence of a
significant shareholder that is a state-owned company of the Kyrgyz
Republic. For additional risk factors, please see section titled
“Risks Factors” in the Company’s most recently filed Annual
Information Form 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 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 17,
2021. 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.
For more information:John W. PearsonVice
President, Investor Relations(416)
204-1953john.pearson@centerragold.com
Additional information on Centerra is available on the
Company’s web site at www.centerragold.com on
SEDAR at www.sedar.com and on EDGAR at
www.sec.gov/edgar.
A PDF accompanying this announcement is available
at http://ml.globenewswire.com/Resource/Download/2009932c-e520-47b5-ab43-b4437b993ce1
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