Centerra Gold Inc. (TSX: CG) (NYSE: CGAU) reported its second quarter 2021 results. As a result of the seizure of the Kumtor Mine and the continuing actions by the Kyrgyz Republic, the Company has recognized a loss on the change of control and included the Kumtor Mine in discontinued operations. The Company’s results from continuing operations include the Mount Milligan Mine, the Öksüt Mine and the Molybdenum Business Unit.

Significant financial and operating highlights of the second quarter include:

• Earnings from continuing operations and adjusted net earnings from continuing operations^NG of $33.0 million or $0.11 per common share (basic), and $49.9 million or $0.17 per common share (basic), respectively.
• Net loss and adjusted net earnings^NG of $851.7 million or $2.87 loss per common share (basic), and $78.3 million or $0.26 per common share (basic), respectively. Net loss includes net loss from discontinued operations of $884.7 million.
• Cash flow provided by operating activities from continuing operations and free cash flow from continuing operations^NG of $60.3 million and $30.7 million, respectively. Cash provided by operating activities from discontinued operations and net cash flow from discontinued operations were $77.1 million and $49.7 million, respectively.
• Cash position at quarter-end of $882.9 million with total liquidity of $1,282.9 million.
• Consolidated production from continuing operations of 69,854 ounces of gold and 19.8 million pounds of copper.
• Kumtor Mine was seized by the Kyrgyz Republic Government on May 15, 2021 under the pretext of groundless corruption, tax, environmental and other claims. These unjustified actions by the Kyrgyz Republic government, including the appointment of external manager, continued during the quarter. In response, the Company and its Kumtor subsidiaries have commenced legal proceedings against the Kyrgyz Republic, Kyrgyzaltyn JSC and others, including international arbitration, Chapter 11 proceedings before the U.S. Bankruptcy Court and a proceeding in the Ontario Superior Court of Justice.
• Mount Milligan process plant achieved record throughput of 5.6 million tonnes, or 61,848 tonnes per day in the second quarter.
• Gold production costs and copper production costs from continuing operations were $593 per ounce and $1.41 per pound, respectively.
• All-in sustaining costs on a by-product basis^NG from continuing operations and All-in costs on a by-product basis^NG from continuing operations were $676 per ounce and $851 per ounce, respectively.
• Continuing focus on safety of our employees, contractors and local communities. The Öksüt Mine achieved one million work hours without a Lost Time Injury. Vaccination clinics have been set up for employees and contractors at the Mount Milligan Mine and Öksüt Mine, with second vaccination doses provided to 64% and 55% of site employees, respectively.
• On track to achieve 2021 production and cost guidance at the Mount Milligan Mine and the Öksüt Mine with the revised consolidated free cash flow guidance of $125 to $175 million, including free cashflow from continuing operations^NG of $30.7 million in the second quarter of 2021.
• Quarterly Dividend declared of CAD$0.07 per common share.

As a result of the seizure of the Kumtor Mine by the Kyrgyz Republic Government on May 15, 2021, and the continuing actions by the Kyrgyz Republic, the Company has updated its consolidated full-year 2021 guidance and three-year outlook to exclude the Kumtor Mine. Highlights of the Company’s revised consolidated guidance include:

• Gold production:
  • 2021: 270,000 to 310,000 ounces.
  • 2022: 380,000 to 430,000 ounces.
  • 2023: 380,000 to 430,000 ounces.
• Copper production:
  • 2021: 70 to 80 million pounds.
  • 2022: 90 to 100 million pounds.
  • 2023: 70 to 80 million pounds.
• Gold production costs per ounce:
  • 2021: $625 to $675 per ounce
  • 2022: $550 to $600 per ounce
  • 2023: $575 to $625 per ounce
• All-in sustaining costs on by-product basis^NG per ounce:
  • 2021: $750 to $800 per ounce
  • 2022: $450 to $500 per ounce
  • 2023: $525 to $550 per ounce

Commentary

Scott Perry, President and Chief Executive Officer of Centerra stated, “During the second quarter we continued to demonstrate positive safety performance as the Öksüt Mine achieved one million work hours without a Lost Time Injury. Across the organization we continue to stay vigilant with respect to the COVID-19 virus. At both our Mount Milligan and Öksüt Mines vaccination clinics have been set up for employees and contractors, with second vaccination doses having been provided to 64% and 55% of site employees, respectively, through the Company’s vaccination program. We are proactively maintaining our rigorous safety protocols across the organization to prevent any outbreaks and reduce the spread of the COVID-19 virus for the health and safety of our employees, contractors, communities and other stakeholders.”

“As we have previously disclosed, the Kyrgyz Republic Government seized control of the Kumtor Mine based on false and misleading allegations. While the Company remains the rightful owner of Kumtor Gold Company, our 100% owned subsidiary that holds the Kumtor mine, we cannot effectively exercise power over any relevant activities or affect the returns of the Kumtor Mine. Therefore, in the second quarter we have derecognized the assets and liabilities of KGC in the statement of financial position and recorded a loss on the change of control of $926.4 million in the Statement of Earnings. The results from the Kumtor Mine are presented as a discontinued operation and the Company’s consolidated results exclude the Kumtor Mine’s.”

“The situation involving our Kumtor asset does not impact Centerra’s other operations and businesses. In the second quarter Company-wide gold production from continuing operations was 69,854 ounces at all-in sustaining costs^NG on a by-product basis of $676 per ounce. The Mount Milligan Mine achieved record throughput of 5.6 million tonnes, or 61,848 tonnes per day, producing 54,675 ounces of gold and 19.8 million pounds of copper at all-in sustaining costs^NG on a by-product basis of $486 per ounce, making it our lowest cost producer in the quarter. The Öksüt Mine produced 15,179 ounces of gold at all-in sustaining costs^NG on a by-product basis of $947 per ounce.”

“Financially, the Company generated $60.3 million of cash from continuing operations Company-wide for the second quarter of 2021, which includes $73.6 million from the Mount Milligan Mine and $8.1 million from the Öksüt Mine. Company-wide free cash flow from continuing operations^NG in the second quarter of 2021 totalled $30.7 million, including $50.4 million from the Mount Milligan Mine and $1.6 million from the Öksüt Mine. Cash provided by operating activities from discontinued operations of $77.1 million and net cash flow from discontinued operations of $49.7 million. We finished the quarter with a debt free balance sheet and a cash position of $882.9 million.”

“Based on the Company’s financial position, strong operating results and cash flows, the Board approved on August 9, 2021, a quarterly dividend of CAD$0.07 per share.”

“As a result of the seizure of the Kumtor Mine by the Kyrgyz Republic Government, the Company has updated its consolidated full-year 2021 guidance and three-year outlook to exclude the Kumtor Mine. For 2021, we are estimating consolidated gold production to be in the range of 270,000 to 310,000 ounces and 70 to 80 million pounds of copper production. Centerra’s consolidated all-in sustaining cost on a by-product basis^NG for 2021 is expected to be in the range of $750 to $800 per ounce. In our three-year outlook, the gold production profile in 2022 and 2023 increases to 380,000 to 430,000 ounces, respectively, with all-in sustaining cost on a by-product basis^NG for 2022 expected to be in the range of $450 to $500 per ounce and in 2023 expected to be in the range of $525 to $550 per ounce.”

“While we continue to seek resolution to the Kumtor Mine dispute, our Company continues to be financially and operationally strong. We remain on track to achieve 2021 production and cost guidance at our Mount Milligan and Öksüt Mines, and the Company is expected to generate consolidated free cash flow from continuing operations of $125 to $175 million in 2021. The Company’s guidance for consolidated free cash flow from continuing operations excludes net cash flow from discontinued operations. Net cash flow from discontinued operations was $47.8 million for the first half of 2021.”

“Although we continue to pursue all measures necessary to protect the Company’s rights related to the Kumtor Mine, in arbitration and in other legal proceedings, the Company has consistently stated that it remains willing and available to engage with the Kyrgyz Government in a constructive dialogue on the matters it considers to be the subject of dispute.”

Kyrgyz Republic Update

In February 2021, the Kyrgyz Republic Parliament established the State Commission to, among other things, review the performance of the Kumtor Mine and to review the results of a previous 2012 Kyrgyz Republic state commission. The State Commission made voluminous and urgent document requests and inquiries of Kumtor to which the Company dutifully responded. While the work of the State Commission was ongoing and causing an enormous administrative burden on the Company and putting pressure and stress on its employees, the Kyrgyz Republic took a series of actions to undermine the basis on which the Kumtor Mine had been operated (further described below) in an attempt to create a pretext for its subsequent seizure of the Kumtor Mine.

In early March 2021, the Government of the Kyrgyz Republic resurrected a number of historical tax claims relating to Kumtor, each of which was resolved years ago either through previous settlements or Kyrgyz court decisions. When the Company disclosed such claims in March 2021, the amounts claimed by the Kyrgyz Republic were estimated to be approximately $352 million, including taxes, interest and penalties. However, the Company’s understanding is now that the Kyrgyz officials may have subsequently increased the amounts claimed to over $1 billion.

On May 7, 2021, a Kyrgyz Republic court ruled against KGC in a civil case brought by four Kyrgyz Republic private citizens seeking a determination that KGC’s past practice of placing waste rock on glaciers was illegal. The court awarded damages of over $3 billion in favour of the Kyrgyz Republic.

In early May 2021, the Kyrgyz Republic Parliament passed a temporary management law that would allow the Kyrgyz Republic to assume management authority over KGC in certain circumstances. On May 15, 2021, the Kyrgyz Government effectively seized control of the Kumtor Mine by sending state security services to the mine, KGC’s office in Bishkek and the homes of several KGC employees. The seizure was formalized on May 17, 2021 when the Kyrgyz Government appointed an external manager for the Kumtor Mine following an extraordinary session of the Kyrgyz Republic Parliament. During that session, the State Commission provided its preliminary report and made a number of false and meritless allegations against KGC, including claims related to corruption, environmental damage and taxation payments, and the Kyrgyz Parliament recommended the Kyrgyz Government appoint an external manager under the temporary management law. The Kyrgyz Government subsequently appointed Mr. Tengiz Bolturuk as the external manager of the Kumtor Mine later that day. Consequently, Centerra is no longer in control of the Kumtor Mine and can no longer ensure the safety of the mine’s employees or operations.

Centerra and its Kumtor-related subsidiaries have taken a number of measures in response to the Kyrgyz Republic’s unjustified and illegal seizure of the Kumtor Mine, including but not limited to:

• Initiating binding arbitration against the Kyrgyz Republic and Kyrgyzaltyn, the state-owned mining company and gold refining monopoly, to enforce Centerra’s rights under longstanding agreements governing the Kumtor Mine and to, among other things, hold the Kyrgyz Republic Government and Kyrgyzaltyn accountable for any and all losses and damage that result from its actions against KGC and the Kumtor Mine.
• Restricted Kyrgyzaltyn from transferring or encumbering any common shares of the Company or exercising any voting rights or dissent rights attached to Centerra common shares. In addition, dividends or distributions on Centerra common shares that would otherwise be payable to Kyrgyzaltyn or its affiliates are waived and will be donated to the Company to the extent such dividends or distributions can be attributed reasonably to KGC (or the Kumtor Mine’s assets or operations) or distributions from KGC.
• Initiating proceedings in the Ontario Superior Court of Justice against Centerra’s former director, Tengiz Bolturuk, who resigned from the Company’s Board to assume control of the Kumtor Mine on behalf of the Kyrgyz Republic as external manager in breach of his fiduciary duties to the Company.
• Filed for protection under Chapter 11 of the federal U.S. Bankruptcy Code in the Southern District of New York (KGC and Kumtor Operating Company (“KOC”)). The court-supervised process provides, among other things, for a worldwide automatic stay of all claims against KGC and KOC, which the Company hopes will deter the Kyrgyz Republic from taking further precipitous action against KGC, its assets and its creditors and other stakeholders, including actions to enforce the meritless Kyrgyz court judgments in respect of “environmental” damages and tax claims.
• Continued outreach through various avenues to encourage the leadership of the Kyrgyz Republic to engage in a dialogue to attempt to resolve these disputes.

The Company believes that the actions of the Kyrgyz Republic authorities described above were part of a concerted effort to coerce Centerra to give up economic value in or ownership of the Kumtor Mine and to falsely justify a nationalization of the Kumtor Mine.

As the Company has noted many times, the 2009 Kumtor Project Agreements provide a solid foundation for Kumtor’s operations and were approved by the Kyrgyz Republic Parliament and Constitutional Court in 2009. Those agreements were re-affirmed by the Government of the Kyrgyz Republic in 2017 when it entered into the Strategic Agreement which was completed and became fully effective in 2019. Until the seizure of the mine by the Kyrgyz Government in May 2021, KGC’s operations and activities had always carefully adhered to those agreements and applicable laws, including with regard to the annual mine plans approved by (among others) Kyrgyz state agencies responsible for environment and safety. Furthermore, the Strategic Agreement included a release of the Company and KGC by the Kyrgyz Government of all outstanding claims at such time, including damages for harm allegedly caused to the environment from storing production tails (e.g. waste rock) on glaciers.

The Kumtor Mine’s environmental performance prior to its seizure by the Kyrgyz Government adhered to international standards, including those of the European Bank for Reconstruction and Development, and had been audited multiple times by, among others, the Kyrgyz Government’s own environmental consultant, AMEC Foster Wheeler.

While Centerra will continue to pursue all measures necessary to protect its rights in arbitration and in other legal proceedings, the Company has consistently stated that it remains willing and available to engage with the Kyrgyz Government in a constructive dialogue on the matters it considers to be the subject of dispute. Unfortunately, the Kyrgyz Government has provided no official response to the Company’s direct and indirect outreach. No assurances can be given that Centerra will be successful in any of the foregoing legal proceedings or that the Company will be able to negotiate a solution that will not have a material impact on Centerra. There remains the further risk that additional regulatory, tax, or civil claims will be commenced against KGC or the Company.

Although the Company remains the rightful legal owner of KGC, it cannot effectively exercise power over any relevant activities or affect the returns of the Kumtor Mine. As a result of the loss of control, the Company has deconsolidated the results of the Kumtor Mine, recognizing a loss on the change of control of $926.4 million in the second quarter of 2021, ascribed no value to the Company’s interest in KGC and is accounting for the Kumtor Mine as a discontinued operation. Accordingly, the consolidated results from the Company’s continuing operations exclude Kumtor Mine’s operations for all periods presented (including comparative periods), unless otherwise noted.

The figures related to the Kumtor and Kyrgyzaltyn presented in this document (including Centerra’s management’s discussion and analysis for the three and six months ended June 30, 2021) and Centerra’s condensed consolidated interim financial statements and the notes thereto for the three and six months ended June 30, 2021 (“Interim Financial Statements”) are accounting figures and do not represent the potentially recoverable damages based on legal claims asserted by the Company and certain subsidiaries arising from the loss of control of the Kumtor Mine. Nothing in this document or the Interim Financial Statements shall act as a waiver of any rights or claims the Company and its subsidiaries may have in connection with the Kumtor Mine.

British Columbia, Canada Fires Update

Recent record high temperatures and dry conditions in BC have led to an increase in forest fires in the province, which may pose a risk to the health and safety of our employees, contractors and the communities in which we operate. Such conditions have potential to disrupt shipments of supplies to the mine site, operation of the mine and transportation of concentrate from the Mount Milligan Mine. To date, the only disruption experienced is related to the movement of concentrate via rail through the province of BC. The Company is working with the Canadian National Railway to try to mitigate the impact of any such delays.

The CN truss bridge near the town of Lytton, BC, a key route for the Mount Milligan Mine’s concentrate shipments, sustained fire damage which affected traffic on the route. CN has since repaired the damage. Despite some disruption to rail traffic, nineteen railcars of the Mount Milligan Mine’s concentrate were released and arrived in the Port of Vancouver in mid-July and were subsequently loaded on a vessel as planned.

There are currently no highly visible forest fires in the vicinity of the mine and the Company does not believe the forest fires pose a risk of disruption to the mine at this time. However, for the health and safety of our employees and contractors, the Company has an evacuation strategy in place, including four buses that remain on standby for evacuation purposes and 40 mine rescue team members trained in wildland firefighting techniques. The Mount Milligan Mine also has a weather station on site and receives regular updates from the BC Wildfire Service to monitor this evolving situation closely.

As of date of this release, the Company does not expect an impact on the 2021 production or cost guidance for the Mount Milligan Mine as a result of the fires, however this is subject to change pending any change in the status of the forest fires and their potential to disrupt the logistics of our operations.

COVID-19 Update

Centerra continues to prioritize the health, safety and well-being of its employees, contractors, communities, and other stakeholders during the current outbreak of COVID-19 and to take steps to minimize the effect of the pandemic on its business. The Company has established strict COVID-19 protocols at its mine sites to help prevent infection and reduce the potential transmission of COVID-19. Vaccination clinics have been set up for employees and contractors at the Mount Milligan Mine and the Öksüt Mine, with second vaccination doses provided to 64% and 55% of site employees, respectively. COVID-19 vaccination rates continue to rise in the communities and countries in which the Company operates with significant portions of the population in Canada and Turkey having received two vaccination doses. Although immunization rates continue to climb, the Company, its mine sites and offices are currently maintaining their COVID-19 protocols.

Centerra continues to assess the resiliency of its supply chains, maintaining increased mine site inventories of key materials. The Company implemented travel restrictions and temporarily closed or limited office capacity at its various administration offices, including its head office in Toronto. The Company is planning to open its head office in Toronto in September 2021 for those employees who want to return to the office and is currently developing a hybrid workplace policy (work from office and home) for implementation in 2022. Other offices and various administration offices at the mine sites are open with office capacity limits in place and remain flexible and empathetic to the needs of employees to ensure that the health, safety and wellness of our employees remain top priorities.

Neither the Mount Milligan Mine nor the Öksüt Mine has been materially affected by COVID-19 as employee absences due to COVID-19 and other illnesses have so far been successfully managed. The Company notes that the effects of COVID-19 on its business continue to change rapidly. All measures enacted to date reflect the Company’s best assessment at this time but will remain flexible and will be revised as necessary or advisable and/or as recommended by public health and governmental authorities.

Exploration Update

Exploration activities in the second quarter of 2021 included drilling, surface sampling, geological mapping and geophysical surveying at the Company’s various projects and earn-in properties, targeting gold and copper mineralization in Canada, Turkey, Finland and USA. Until May 15, 2021, the Company also conducted exploration activities in the Kyrgyz Republic.

New projects have been initiated in Turkey at the 100% Centerra owned Karataş Project in eastern Turkey and in the Nechako Plateau area of northcentral British Columbia at the 100% Centerra owned Lucas North Project.

Exploration expenditures at the Company’s continuing operations were $7.6 million in the second quarter of 2021 compared to $4.1 million in the same quarter of 2020. The increase in exploration expenditures was primarily due to expanded drilling programs at the Mount Milligan Mine in Canada, the Öksüt Mine and the Sivritepe Project in Turkey, and drilling activities performed at our U.S joint ventures.

Selected drill program results and intercepts are highlighted in the supplementary data at the end of this news release. The drill collar locations and associated graphics are available at the following link: http://ml.globenewswire.com/Resource/Download/2d207407-3f8e-4fca-a118-837afc222be2

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, Asia and other markets worldwide. Centerra operates two mines, the Mount Milligan Mine in British Columbia, Canada, the Öksüt Mine in Turkey and the Molybdenum Business Unit in the United States. The Company owns the Kumtor Mine in the Kyrgyz Republic, which is currently not under the Company’s control. Centerra’s shares trade on the Toronto Stock Exchange and on the New York Stock Exchange. The Company is based in Toronto, Ontario, Canada.