Centerra Gold Inc 6-K, filed Jul 27, 2022
Centerra Gold Inc. (CGAU)
About this 6-K
Centerra Gold Inc filed this 6-K on July 27, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2022
Commission File Number: 001-40324
Centerra Gold
Inc.
(Translation of registrant's name into English)
1 University Avenue, Suite 1500
Toronto, Ontario
M5J 2P1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
On July 25, 2022, the Registrant issued a press release and a report of voting results, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
Exhibit 99.1. Press Release dated July 25, 2022
Exhibit 99.2. Report of Voting Results dated July 25, 2022
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Centerra Gold Inc. | |
| (Registrant) | |
| Date: July 26, 2022 | /s/ Yousef Rehman |
| Yousef Rehman | |
| Vice President, General Counsel & | |
| Corporate Secretary |
Exhibit 99.1
NEWS RELEASE
Centerra Gold Shareholders Approve Plan of Arrangement
With Kyrgyzaltyn and the Kyrgyz Republic
Toronto, Canada, July 25, 2022: Centerra Gold Inc. (TSX: CG) (NYSE: CGAU) (“Centerra” or the “Company”) announced that at the Company’s special meeting of shareholders held earlier today, an overwhelming majority of Centerra shareholders voted in favor of the resolution approving the proposed plan of arrangement which will give effect to certain aspects of the transactions (collectively, the “Transaction”) contemplated by 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. Further details of the Transaction, including the plan of arrangement, are described in Centerra’s management information circular (“Circular”) mailed to Centerra shareholders in connection with the special meeting, and which is also available on Centerra’s website at www.centerragold.com/2022-special-meeting-materials and under the Company’s profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.
Detailed voting results for the resolution are as follows:
| Votes For | % Votes For | Votes Against | % Votes Against | |||||||||||||
| Centerra shareholders | 226,940,532 | 96.83% | 7,435,986 | 3.17% | ||||||||||||
| Centerra shareholders, excluding votes attached to shares required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions | 149,538,766 | 95.26% | 7,435,986 | 4.74% | ||||||||||||
A report on the voting results for the special meeting will be filed under the Company’s profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.
The closing of the Transaction is subject to, among other things, the Ontario Superior Court of Justice (Commercial List) issuing an order (the “Final Order”) approving the plan of arrangement. The application for the Final Order is expected to be made on or about July 28, 2022, at 10:00 a.m. (Toronto time), or as soon thereafter as counsel may be heard.
Extension of Annual Meeting Deadline
Centerra also announced that it has been granted an additional extension by the Toronto Stock Exchange to hold its annual meeting of shareholders no later than September 30, 2022. Centerra will provide further details regarding its annual meeting in the coming weeks.
1 University Avenue, Suite 1500
Toronto, ON
M5J 2P1
tel 416-204-1953
fax 416-204-1954
www.centerragold.com
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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” and similar expressions identify forward-looking information. These forward-looking statements relate to, among other things: the expected timing of the satisfaction or waiver of certain conditions of the Transaction and the expected timing of the Final Order hearing.
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: the risk that the Ontario court does not approve the plan of arrangement and issue the Final Order, and the fact that parties have come forward and indicated that they will oppose the issuance of the Final Order; risks that any of the conditions precedent to the Transaction 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 Transaction; the failure of the Kyrgyz Government or Kyrgyzaltyn to comply with their obligations under the Arrangement Agreement; the Kyrgyz Government nationalizing or expropriating the Kumtor mine; political and regulatory risks in the Kyrgyz Republic; resource nationalism; the impact of changes in, 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 section titled “Risk Factors” in the Company’s most recently filed Annual Information Form and in the Circular, each of which are available on SEDAR at www.sedar.com and EDGAR at 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 the 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. 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. 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.
1 University Avenue, Suite 1500
Toronto, ON
M5J 2P1
tel 416-204-1953
fax 416-204-1954
www.centerragold.com
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Additional information on Centerra is available on the Company’s web site at www.centerragold.com and at SEDAR at www.sedar.com and 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
1 University Avenue, Suite 1500
Toronto, ON
M5J 2P1
tel 416-204-1953
fax 416-204-1954
www.centerragold.com
Exhibit 99.2
July 25, 2022
Centerra Gold Inc.
REPORT OF VOTING RESULTS
In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, we hereby advise of the results of the voting on the matter submitted to the special meeting (the “Meeting”) of the shareholders (the “Centerra Shareholders”) of Centerra Gold Inc. (“Centerra” or the “Corporation”) held on July 25, 2022. The matter set forth below is described in greater detail in the notice of Meeting and Management Information Circular dated June 21, 2022 (the “Circular”) which was made available to Centerra Shareholders prior to the Meeting.
A total of 234,376,518 Centerra common shares (“Centerra Shares”) were represented at the Meeting, representing 78.79% of the Corporation’s issued and outstanding Centerra Shares as of the record date for voting at the Meeting. The matter voted upon at the Meeting and the results of the voting are set out below.
| 1. | Arrangement Resolution |
A special resolution, the full text of which is set forth in Appendix A to the Circular, approving the plan of arrangement (the “Plan of Arrangement”) under section 192 of the Canada Business Corporations Act, substantially in the form included in Appendix B to the Circular. The Plan of Arrangement will result in, among other things, Kyrgyzaltyn JSC (“Kyrgyzaltyn”) selling to the Corporation all of its Centerra Shares for cancellation, representing an approximate 26.0% equity interest in the Corporation, in exchange for the Corporation’s 100% equity interest in its two Kyrgyz subsidiaries, Kumtor Gold Company CJSC and Kumtor Operating Company CJSC, and, indirectly, the Kumtor mine plus a cash payment (a portion of which will be withheld on account of Canadian withholding taxes) pursuant to that certain global arrangement agreement dated April 4, 2022 entered into by, among others, the Corporation, Kyrgyzaltyn and the Kyrgyz Republic represented by the Cabinet of Ministers of the Kyrgyz Republic, acting on behalf of the Kyrgyz Republic:
| Votes For | % For | Votes Against | % Against | |||||||||||||
| Centerra Shareholders | 226,940,532 | 96.83% | 7,435,986 | 3.17% | ||||||||||||
| Centerra Shareholders (excluding votes attached to the Centerra Shares required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) | 149,538,766 | 95.26% | 7,435,986 | 4.74% | ||||||||||||
CENTERRA GOLD INC.
(signed) “Yousef Rehman”
Yousef Rehman
Vice President & General Counsel