Centerra Gold Inc.
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.
FY2023 · Filed Mar 28, 2024
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Contents
EX-99.1 · 2.3 Recent Developments
2.3 Recent Developments
The following is a summary of key developments over the past three years that have influenced the general development of our business.
On April 12, 2021, we announced that the Company had received approval to list its Common Shares on the New York Stock Exchange with trading to commence on April 15, 2021 under the symbol CGAU.
Prior to May 15, 2021, the Company owned and operated the Kumtor Mine, located in the Kyrgyz Republic, through its wholly-owned subsidiary, Kumtor Gold Company CJSC (“KGC”), however, effective May 15, 2021, the Kumtor Mine was classified as a discontinued operation in the Company’s financial statements.
On May 17, 2021, Mr. Tengiz A.U. Bolturuk resigned from Centerra’s Board of Directors.
On January 19, 2021, the Company completed the sale of its 50% interest in the Greenstone Gold Mines Partnership (the “Partnership”) to the Orion Mine Finance Group (“Orion”) for an upfront cash payment on closing of approximately $210 million (including adjustments) and conditional consideration of up to approximately $75 million (assuming $1,500 gold price) payable in cash or refined gold upon the Partnership’s Hardrock Mine Project meeting certain construction and production milestones. As a result of the construction decision for the project, the first of such contingent payments was received at the end of 2023. The obligations of Orion regarding payment of the conditional consideration have been guaranteed by the Partnership and secured against the Hardrock Mine Project.
In January 2022, the Company obtained an amendment to its provincial environmental assessment certificate to authorize a long-term water supply for the Mount Milligan Mine.
On February 22, 2022, Centerra announced that it had entered into an agreement to acquire Gemfield Resources LLC, owner of the Goldfield Project, from Waterton Nevada Splitter, LLC for total consideration comprised of $175 million in cash at closing and a $31.5 million deferred milestone payment. The Company announced the closing of its acquisition of the Goldfield Project on February 28, 2022.
On March 18, 2022, the Company announced a temporary suspension of gold doré bar production at the Öksüt Mine due to mercury having been detected in the gold room of the ADR plant. The affected areas were professionally cleaned, and any contaminated material was removed and properly disposed of. An engineered solution was developed with the assistance of external consultants to ensure that mercury levels are detected, monitored and captured to prevent exposure to personnel and to safeguard the environment. The Company completed construction of a mercury abatement system in early 2023 to allow processing of mercury bearing ores.
In May 2022 the Öksüt Mine was inspected by the Turkish Minister of Environment, Urbanization and Climate Change (the “Ministry of Environment”) and the Company was informed that the Öksüt Mine had a number of deficiencies relating to its environmental impact assessment (“EIA”). The Company worked to address the majority of the deficiencies and following several further discussions with the Ministry of Environment, (i) the Company determined that an updated EIA should be prepared and submitted to clarify various production and other capacity limits and to align the EIA production levels with current operating plans; (ii) the Öksüt Mine suspended leaching of ore on the heap leach pad and ceased using activated carbon on site effective late August 2022 though mining, crushing and stacking activities continued in line with existing EIA limits for the remainder of 2022.
On May 4, 2022, Ms. Wendy Kei was appointed to the Company’s Board of Directors and Mr. Dan Desjardins retired as the Company’s Vice President and Chief Operating Officer.
On July 29, 2022, Centerra announced that it had completed a transaction contemplated by the Global Arrangement Agreement dated April 4, 2022 (the “Arrangement Agreement”) with, among others, Kyrgyzaltyn JSC (“Kyrgyzaltyn”) and the Kyrgyz Republic to effect a separation of the parties, including through the disposition of Centerra’s ownership of the Kumtor Mine and its investment in the Kyrgyz Republic, the purchase for cancellation by Centerra of Kyrgyzaltyn’s 77,401,766 Common Shares, the termination of Kyrgyzaltyn’s involvement in the Company, and the resolution of disputes (the “Transaction”). As a result of the completion of the Transaction, Centerra has repurchased and cancelled all of Kyrgyzaltyn’s 77,401,766 Common Shares in exchange for, among other things, Centerra’s 100% equity interest in its two Kyrgyz subsidiaries, and indirectly, the Kumtor Mine, with Kyrgyzaltyn and the Kyrgyz Republic assuming all responsibility for the Kumtor mine, including all reclamation and environmental obligations, and aggregate cash payments of approximately $93
2023 Annual Information Form Page 11 million (a portion of which was withheld on account of Canadian withholding taxes payable by Kyrgyzaltyn and a portion of which was paid to the Company’s financial advisors as transaction costs). The Company announced the completion of the Arrangement Agreement on July 29, 2022. Further details on the terms of the Arrangement Agreement and the Transaction can be found in Centerra’s April 4, 2022 news release and in Centerra’s management information circular in respect of the special meeting of Centerra shareholders held on July 25, 2022.
On July 29, 2022, in connection the Arrangement Agreement, Kyrgyzaltyn’s two director nominees, Dushen Kasenov and Nurlan Kyshtobaev, resigned from Centerra’s Board of Directors.
On October 4, 2022, the Company announced a mine life extension for the Mount Milligan Mine by over four years extending operations into 2033.
On August 17, 2022, Centerra announced that Paul Chawrun would be appointed as Chief Operating Officer, effective September 6, 2022.
On September 6, 2022, Centerra announced that Paul Wright had replaced Scott Perry as President & Chief Executive Officer of Centerra. Mr. Wright, a director of Centerra, would act as interim President & Chief Executive Officer to manage the Company through a leadership transition period, as the Board works with an executive search firm to select Centerra’s long-term Chief Executive Officer.
On October 11, 2022, the Company announced that the TSX accepted its notice of intention to proceed with a normal course issuer bid (the “2022 NCIB”) pursuant to which it was authorized to purchase for cancellation up to 15,610,813 Common Shares, representing 10% of the public float, during the twelve-month period commencing on October 13, 2022 and ending on October 12, 2023. Daily purchases were limited to 226,201 Common Shares, other than purchases made under block purchase exemptions. The Company relied on an automatic purchase plan during the 2022 NCIB to allow for purchases by the Company of Common Shares during certain predetermined blackout periods, subject to applicable securities laws and stock exchange rules. Under the 2022 NCIB, a total of 5,298,200 Common Shares of the Company were repurchased through the facilities of the TSX and alternative Canadian trading systems at a volume weighted average price of C$7.44 per Common Share. Common Shares purchased by Centerra under the 2022 NCIB were subsequently cancelled. Shareholders can obtain a copy of the 2022 NCIB notice accepted by the TSX, without charge, by contacting the Company.
On March 13, 2023, the Company announced that Paul Tomory had been appointed President & Chief Executive Officer of Centerra effective May 1, 2023.
The Öksüt Mine’s updated EIA was approved by the Ministry of Environment in May 2023 resulting in Öksüt resuming full operations in early June 2023.
In May 2023, the Company appointed Hélène Timpano as its new Executive Vice-President, Strategy & Corporate Development.
On July 31, 2023, as a result of a continuing strategic review of the Goldfield Project, the Company intends to focus exploration activities on oxide and transition material, principally in the Gemfield and nearby deposits that could result in more simplified ore processing methods, a flow sheet with lower capital costs and increased returns on the project when compared to the known sulphide ore at the Goldfield Project. The Company will take additional time to perform exploration activities in its large, under-explored land position, targeting oxide mineralization that could be incorporated into the initial resource estimate when completed. The Company is targeting an initial resource estimate by the end of 2024.
Effective September 11, 2023, the Company entered into a four-year extension of its $400 million revolving credit facility (the "Credit Facility"), now maturing on September 8, 2027. The Credit Facility is led by The Bank of Nova Scotia and National Bank Financial Markets and is supported by a syndicate of international financial institutions.
On September 18, 2023, the Company announced the results of a prefeasibility study on the restart of mining at the TC Mine, including an optimized mine plan with 11-year mine life. In line with the Company’s disciplined approach to capital allocation, Centerra expects to phase the operations restart at the TC Mine. Early work activities primarily include limited scope refurbishment of existing mining mobile equipment fleet and purchase of additional mobile equipment, stripping activities and technical studies. The Company has commenced a feasibility study for the TC Mine, which is expected to be completed by mid-2024. Upon completion of the feasibility study, the Company expects to approve a limited notice to proceed, authorizing $100 to $125 million of capital for pre-
2023 Annual Information Form Page 12 stripping within current permitting authorizations, purchase of long lead items and initiation of plant refurbishments.
On November 3, 2023, the Company announced that the TSX accepted the renewal of its normal course issuer bid (the “2023 NCIB”) for the twelve-month period commencing on November 7, 2023 and ending on November 6, 2024. Under the 2023 NCIB, Centerra may purchase for cancellation up to an aggregate of 18,293,896 Common Shares, representing 10% of the public float. Daily purchases are limited to 191,219 Common Shares, other than purchases made under block purchase exemptions. The Company entered into an automatic purchase plan in connection with the 2023 NCIB to facilitate purchases by the Company of Common Shares during certain predetermined blackout periods, subject to applicable securities laws and stock exchange rules. Any purchases made under the 2023 NCIB will be made at market price at the time of purchase through the facilities of the TSX and/or alternative Canadian trading systems in accordance with applicable securities laws and stock exchange rules. Common Shares purchased by Centerra under the 2023 NCIB will be cancelled. Shareholders can obtain a copy of the 2023 NCIB notice accepted by the TSX, without charge, by contacting the Company.
In the fourth quarter of 2023, Centerra embarked on a site-wide optimization program at Mount Milligan, focused on a holistic assessment of occupational health and safety, as well as improvements in mine and plant operations. This program is focused on all aspects of the operation to maximize the potential of the orebody.
On January 22, 2024 Centerra announced that Ryan Snyder will succeed Darren Millman and be promoted to Executive Vice President and Chief Financial Officer, effective April 8, 2024.
On February 13, 2024, the Company entered into an Additional Agreement (as defined below) with RGLD Gold AG and Royal Gold Inc. (collectively, “Royal Gold”), relating to the Mount Milligan Mine, which, among other things, resulted in a life of mine extension to 2035 and established favourable parameters for potential future mine life extensions. Centerra commenced a Preliminary Economic Assessment (“PEA”) to include significant drilling completed at the Mount Milligan Mine to the west of the pit not currently included in the existing resource, plus inclusion of existing resources, most of which are classified in the measured and indicated categories. The PEA will also evaluate several capital projects to support further expansion of Mount Milligan’s life, including options for a new tailings storage facility and potential process plant upgrades. The Company will also be starting the associated work on permitting and engagement with its First Nations partners and local stakeholders. The PEA is expected to be completed in the first half of 2025. For further information on this Additional Agreement, see the section entitled“Material Contracts”.
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