Centerra Gold Inc.

Centerra Gold Inc. is a mid-tier gold producer headquartered in Toronto, Canada, operating primarily in Canada. The company's portfolio consists of 6 projects, comprising 2 operating mines, 1 development, 2 advanced exploration, and 1 suspended project. Key assets include Mount Milligan, Öksüt, and Thompson Creek. The company's business model encompasses the full mining lifecycle, from early-stage exploration and project development to mine operations, closure, and reclamation. Operational capabilities are diversified across multiple processing methodologies, including conventional truck-shovel open-pit mining, heap leaching, and a comprehensive milling process involving crushing, grinding, flotation, and gravity circuits. The organization also operates a specialized business unit that purchases third-party concentrates for conversion into upgraded products for metallurgical and chemical markets, demonstrating vertical integration and value-add processing capabilities. Marketing and distribution strategies are tailored to product type; refined doré bars are sold to a national central bank or on a public exchange, while metal concentrates are sold to various international smelters and off-take purchasers under multi-year agreements. This integrated approach, combining upstream resource extraction with downstream processing and diversified sales channels, provides operational flexibility and mitigates market-specific risks. The enterprise maintains a formal enterprise risk management program, applying both bottom-up and top-down approaches to identify and manage a broad spectrum of strategic, financial, and operational risks.

Strategic priorities focus on maximizing the value of the existing asset base through operational optimization and disciplined growth. A key initiative is a site-wide optimization program designed to deliver holistic improvements in occupational health and safety, enhance fleet availability and utilization, and increase mill throughput. The company is also re-evaluating the technical concepts for a key development property, including confirmation drilling and technical studies, to determine its future potential and define an updated resource estimate. A strategic, integrated business plan has been developed for its molybdenum business unit, which includes restarting a previously idled mine and executing a commercially optimized ramp-up plan for its metallurgical facility. Capital allocation is managed through a formal dividend policy and a normal course issuer bid, with decisions guided by cash balance, operating cash flows, and capital requirements for future growth. The pursuit of new project opportunities worldwide remains a core part of the long-term strategy, with potential projects evaluated through a rigorous series of technical studies, including preliminary economic assessments, pre-feasibility studies, and feasibility studies, to de-risk development and support investment decisions.

Governance is overseen by a 7-member Board of Directors, with leadership and oversight functions distributed across 4 standing committees: Audit; Human Resources and Compensation; Nominating and Corporate Governance; and Technical and Corporate Responsibility. The Audit Committee is composed of 3 independent directors, all of whom are financially literate, with one designated as an audit committee financial expert. This committee is directly responsible for overseeing the integrity of financial statements, the external auditor's independence and performance, and the internal audit function. The company has implemented a comprehensive system of internal controls over financial reporting and disclosure, with the CEO and CFO providing quarterly and annual certifications as required under NI 52-109. An internal disclosure committee, comprising senior executives, reviews all public documents containing material information. The Board is responsible for the overall stewardship of the company, including the supervision of strategic business plans, approval of material transactions, and oversight of the enterprise risk management program, which ensures risk-informed decision-making across all operations and corporate offices.

The company's sustainability framework is aligned with the Responsible Gold Mining Principles (RGMPs), with its conformance for calendar year 2023 confirmed through independent assurance. A core component of its safety culture is the 'Work Safe│Home Safe' program, a safety leadership initiative developed with input from all organizational levels to empower employees and change safety-related behavior. Environmental stewardship is demonstrated through specific management programs, including obtaining International Cyanide Management Code certification for its cyanide-handling operations. Tailings storage facilities are managed according to Canadian Dam Association guidelines and feature a 5-step risk mitigation process that includes Independent Tailings Review Boards. The organization has established a Global Inclusion, Diversity, Equity and Accessibility (IDEA) Executive Council, chaired by the CEO, to guide its diversity initiatives. Community engagement is formalized through structures like the Mount Milligan Community Sustainability Committee, which allocates funding from a dedicated Community Project Fund to support local health, education, and environmental initiatives. The company also partners with Indigenous groups and local colleges on customized pre-employment training programs.

The corporate structure includes a 75% interest in the Endako Mine Joint Venture, with the remaining 25% held by Moon River Molybdenum BC Ltd., Inc. A significant structural change occurred in 2022 with the completion of a transaction with Kyrgyzaltyn JSC and the Kyrgyz Republic, which involved the disposition of the Kumtor Mine, the repurchase and cancellation of 77,401,766 of the company's common shares held by Kyrgyzaltyn, and the resolution of all outstanding disputes. This transaction also resulted in the resignation of 2 directors nominated by the state-owned entity. In February 2022, the company expanded its asset portfolio through the acquisition of Gemfield Resources LLC from Waterton Nevada Splitter, LLC. A key asset operates under a streaming arrangement with Royal Gold, entitling the partner to receive 35% of gold and 18.75% of copper production. In February 2024, this arrangement was modified by an Additional Agreement that established new, higher payment thresholds for metals delivered after January 1, 2024, effectively increasing future cash payments to the company in exchange for an upfront payment and future commitments.