6-K
Centerra Gold Inc. (CGAU)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
Form6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2022
Commission File Number: 001-40324
Centerra Gold Inc.(Translation of registrant's name into English)
1 University Avenue, Suite 1500Toronto, OntarioM5J 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 September 16, 2022, the Registrant issued a material change report, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit 99.1. Material change report, dated September 16, 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: September 20, 2022 | /s/ Yousef Rehman |
| Yousef Rehman | |
| Vice President, General Counsel & Corporate Secretary |
Exhibit 99.1
Form 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Reporting Issuer |
|---|
Centerra Gold Inc. (“Centerra” or the “Company”)
1 University Avenue, Suite 1500
Toronto, Ontario, M5J 2P1
| Item 2 | Date of Material Change |
|---|
September 6, 2022.
| Item 3 | News Release |
|---|
A news release was issued by Centerra through the facilities of GlobeNewswire. A copy of the news release was filed on SEDAR on September 6, 2022.
| Item 4 | Summary of Material Change |
|---|
On September 6, 2022, Centerra announced that Paul Wright replaced Scott Perry as President and Chief Executive Officer of Centerra.
| Item 5 | Full Description of Material Change |
|---|
On September 6, 2022, Centerra announced that Paul Wright replaced Scott Perry as President and Chief Executive Officer of Centerra. Mr. Wright, a director of Centerra, will act as interim President and CEO to manage the Company through a leadership transition period, as the board of directors works with an executive search firm to select Centerra’s long-term Chief Executive Officer.
Mr. Perry also resigned as a director of Centerra and will not be nominated for election to the board of directors at the Company’s upcoming Annual Meeting of Shareholders to be held on September 22, 2022. The board of directors has determined to reduce the number of directors from 9 to 8 and the 8 other directors identified in Centerra’s management information circular dated August 19, 2022 will stand for election at the upcoming Annual Meeting of Shareholders.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
|---|
Not applicable.
| Item 7 | Omitted Information |
|---|
None.
| Item 8 | Executive Officer |
|---|
For further information, please contact:
Yousef Rehman, Vice President, General Counsel & Corporate Secretary
1 University Avenue, Suite 1500
Toronto, Ontario M5J 2P1
416-204-3787
| Item 9 | Date of Report |
|---|
September 16, 2022