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 materials 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 entitled 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 Centerra
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 Holders in
Special Transactions (i.e. minority approval), in each case present
virtually or represented by proxy at the Meeting.
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 Resolution 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 SodaliNorth America Toll Free:
1.888.999.2944Collect Calls Outside North America:
1.289.695.3075Email: assistance@morrowsodali.com
The Circular 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
materially 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 things: 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, 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: 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 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 impact 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 Circular, 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 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 contained herein is given as of the date of this press
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
Milligan 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 toby.caron@centerragold.com
Shae Frosst Manager, Investor Relations (416)
204-2159 shae.frosst@centerragold.com
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