Centerra Gold Inc. (TSX: CG) (NYSE: CGAU) announced that it has entered into a definitive agreement whereby Centerra, through its subsidiary Centerra (U.S.) Inc., will acquire 100% of Gemfield Resources LLC, owner of the Goldfield District Project, from Waterton Nevada Splitter, LLC for US$206.5 million (US$175 million in cash at closing plus a US$31.5 million future milestone payment payable in cash or Centerra shares).

Goldfield is a conventional open-pit, heap leach project in late-stage development, located in a Tier 1 mining jurisdiction. It contains three known deposits: Gemfield, Goldfield Main and McMahon Ridge. The first pit for potential development is Gemfield. Centerra believes that the project has significant upside potential from its large, underexplored land position in an established mining area in Nevada that has produced more than 4 million ounces of gold historicallyⁱ.

Highlights of the Transaction:

• Adds high-quality development project: Goldfield is anticipated to add meaningful future low-cost production to Centerra with a conventional open-pit heap leach mine with expected low capital intensity, similar to that of our operational Öksüt Mine in Turkey.
• Improves geographic profile and provides new platform of operation: Goldfield is located in a Tier 1 jurisdiction and enjoys strong local support. The acquisition increases Centerra’s exposure to North America and provides an anchor asset that can act as a foothold for further opportunities in the United States. Centerra currently has five active exploration joint ventures in the United States and six in Canada.
• Short construction period: Goldfield is substantially de-risked. The Company plans to further refine existing technical studies undertaken to date by Waterton, with a resource estimate expected to be released in the first half of 2023 and an updated feasibility study thereafter.
• Leverages existing operational expertise: Goldfield is a conventional open-pit, heap leach project that can leverage development and operating expertise obtained at Centerra’s Öksüt Mine which was constructed on time and under budget.
• Underexplored property that provides substantial upside potential: Large land position located in a prolific mining district which has produced over 4 million gold ouncesⁱ. Centerra has identified numerous targets for drill-ready regional exploration, with the potential to expand known deposits and extend mine life.
• Extensive due diligence completed: Centerra’s review of Goldfield has been ongoing since 2020.

Scott Perry, President and Chief Executive Officer of Centerra, stated: “We are very excited to be adding this high-quality development project and its substantial Tier 1 jurisdiction land package to our portfolio. Similar to our Öksüt Mine, Goldfield will be a heap leach mine, with low initial capital outlay and low projected production costs.

Our experienced exploration and operational teams have intimate knowledge of an asset of this kind, and I feel confident that they will be able to successfully develop and execute on this project in the coming years, delivering another source of meaningful cash flow to Centerra.

Lastly, given the current strength of our balance sheet together with our significant projected free cash flow in 2022, acquiring Goldfield leaves Centerra in a position of flexibility to deliver on other shareholder friendly capital return initiatives that will be under consideration over time.”

For more information on Goldfield, presentation slides are available on Centerra Gold’s website: https://www.centerragold.com/investor/events-presentations

Transaction Terms

Consideration under the transaction is an initial cash payment of US$175 million payable at closing and an additional US$31.5 million deferred milestone payment, payable in cash or Centerra shares at Centerra’s option. The milestone payment shall become payable, among other things, upon the earlier of (i) the date that is 18 months following closing, or (ii) Centerra making a construction decision with respect to the project.

Advisors and Counsel

TD Securities Inc. acted as financial advisor to Centerra, and Stikeman Elliott LLP and Snell & Wilmer LLP acted as legal advisors to Centerra.

About Centerra Gold

Centerra Gold Inc. is a Canadian-based gold mining company focused on operating, developing, exploring and acquiring gold 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 pre-development stage Kemess Underground Project in British Columbia, Canada and owns and operates the Molybdenum Business Unit in the United States. Centerra’s shares trade on the Toronto Stock Exchange and on the New York Stock Exchange. The Company is based in Toronto, Ontario, Canada.