Centerra Gold Inc 6-K, filed Apr 29, 2026
Centerra Gold Inc. (CGAU)
6-K
2026-04-29
For: 2026-03-31
View Original
Added on
April 29, 2026
About this 6-K
Centerra Gold Inc filed this 6-K on April 29, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 April 2026
Commission File Number: 001-40324
Centerra Gold Inc.
(Translation of registrant's name into English)
(Translation of registrant's name into English)
1 University Avenue, Suite 1800
Toronto, Ontario
M5J 2P1
(Address of principal executive office)
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 ]
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.
EXHIBIT INDEX
| Exhibit | Description | |||||||
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: April 29, 2026 | /s/ Paul Tomory | |||||||
| Paul Tomory | ||||||||
| President and CEO | ||||||||
Condensed Consolidated Interim
Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| Centerra Gold Inc. | ||||||||||||||
| Condensed Consolidated Interim Statements of Financial Position | ||||||||||||||
| (Unaudited) | ||||||||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||||||||
| (Expressed in thousands of United States dollars) | |||||||||||||||||
| Assets | Notes | ||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | 543,491 | $ | 528,931 | |||||||||||||
| Amounts receivable | 134,217 | 137,516 | |||||||||||||||
| Inventories | 381,298 | 333,715 | |||||||||||||||
Other current equity investments | 16 | 8,566 | 11,967 | ||||||||||||||
Other current financial assets | 16 | 2,454 | 2,566 | ||||||||||||||
| Other current assets | 5 | 62,484 | 55,382 | ||||||||||||||
| 1,132,510 | 1,070,077 | ||||||||||||||||
| Property, plant and equipment | 6 | 1,666,323 | 1,600,400 | ||||||||||||||
| Deferred income tax assets | 12 | 12,832 | 24,899 | ||||||||||||||
| Non-current equity investments | 16 | 136,463 | 105,870 | ||||||||||||||
Other non-current financial assets | 16 | 75,221 | 113,555 | ||||||||||||||
| Other non-current assets | 7 | 51,867 | 43,849 | ||||||||||||||
| 1,942,706 | 1,888,573 | ||||||||||||||||
| Total assets | $ | 3,075,216 | $ | 2,958,650 | |||||||||||||
| Liabilities and shareholders' equity | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Accounts payable and accrued liabilities | $ | 369,463 | $ | 369,694 | |||||||||||||
| Income tax payable | 51,685 | 28,879 | |||||||||||||||
Other current financial liabilities | 16 | 23,578 | 16,346 | ||||||||||||||
| Other current liabilities | 5 | 26,065 | 31,984 | ||||||||||||||
| 470,791 | 446,903 | ||||||||||||||||
| Provision for reclamation | 8 | 293,704 | 294,452 | ||||||||||||||
| Deferred income tax liabilities | 12 | 27,600 | 37,899 | ||||||||||||||
Other non-current financial liabilities | 16 | 122,555 | 82,093 | ||||||||||||||
| Other non-current liabilities | 7 | 63,390 | 37,541 | ||||||||||||||
| 507,249 | 451,985 | ||||||||||||||||
| Shareholders' equity | |||||||||||||||||
| Share capital | 13 | 713,357 | 727,038 | ||||||||||||||
| Contributed surplus | 29,458 | 30,945 | |||||||||||||||
| Accumulated other comprehensive loss | (66,091) | (49,363) | |||||||||||||||
| Retained earnings | 1,420,452 | 1,351,142 | |||||||||||||||
| 2,097,176 | 2,059,762 | ||||||||||||||||
| Total liabilities and shareholders' equity | $ | 3,075,216 | $ | 2,958,650 | |||||||||||||
| Commitments and contingencies (note 15) | |||||||||||||||||
| Subsequent events (note 13) | |||||||||||||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
1
| Centerra Gold Inc. | ||||||||||||||
Condensed Consolidated Interim Statements of Earnings and Comprehensive Income | ||||||||||||||
| (Unaudited) | ||||||||||||||
| Three months ended March 31, | ||||||||||||||||||||||||||
| (Expressed in thousands of United States dollars) | 2026 | 2025 | ||||||||||||||||||||||||
| (except per share amounts) | Notes | |||||||||||||||||||||||||
| Revenue | 9 | $ | 484,694 | $ | 299,499 | |||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Production costs | 254,182 | 198,878 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | 32,901 | 24,084 | ||||||||||||||||||||||||
| Earnings from mine operations | 197,611 | 76,537 | ||||||||||||||||||||||||
| Exploration and evaluation costs | 12,696 | 7,175 | ||||||||||||||||||||||||
Corporate administration costs | 12,596 | 9,481 | ||||||||||||||||||||||||
| Share-based compensation expenses | 11,664 | 826 | ||||||||||||||||||||||||
| Care and maintenance expenses | 4,629 | 6,029 | ||||||||||||||||||||||||
| Reclamation (recovery) expense | 8 | (1,062) | 4,805 | |||||||||||||||||||||||
| Other operating expenses | 10 | 48,308 | 5,321 | |||||||||||||||||||||||
| Earnings from operations | 108,780 | 42,900 | ||||||||||||||||||||||||
Gain on sale of Greenstone Partnership | 4 | (16,114) | (6,630) | |||||||||||||||||||||||
| Other non-operating income | 11 | (12,440) | (9,618) | |||||||||||||||||||||||
| Finance costs | 4,705 | 3,870 | ||||||||||||||||||||||||
| Earnings before income tax | 132,629 | 55,278 | ||||||||||||||||||||||||
| Income tax expense | 12 | 53,198 | 24,824 | |||||||||||||||||||||||
| Net earnings | 79,431 | 30,454 | ||||||||||||||||||||||||
| Other Comprehensive Loss | ||||||||||||||||||||||||||
| Items that may be subsequently reclassified to earnings: | ||||||||||||||||||||||||||
| Changes in fair value of hedge derivative instruments | 16 | (43,029) | (2,010) | |||||||||||||||||||||||
| Items that will not be subsequently reclassified to earnings: | ||||||||||||||||||||||||||
Changes in fair value of equity investments | 16 | 26,301 | (670) | |||||||||||||||||||||||
| Other comprehensive loss | 16 | (16,728) | (2,680) | |||||||||||||||||||||||
Total comprehensive income | $ | 62,703 | $ | 27,774 | ||||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | 13 | $ | 0.40 | $ | 0.15 | |||||||||||||||||||||
| Diluted | 13 | $ | 0.39 | $ | 0.13 | |||||||||||||||||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
2
| Centerra Gold Inc. | ||||||||||||||
Condensed Consolidated Interim Statements of Cash Flows | ||||||||||||||
| (Unaudited) | ||||||||||||||
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (Expressed in thousands of United States dollars) | |||||||||||||||||||||||
| Operating activities | Notes | ||||||||||||||||||||||
| Net earnings | $ | 79,431 | $ | 30,454 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Depreciation, depletion and amortization | 34,103 | 24,868 | |||||||||||||||||||||
| Reclamation (recovery) expense | 8 | (1,062) | 4,805 | ||||||||||||||||||||
| Share-based compensation, net of cash settlements | (5,240) | 826 | |||||||||||||||||||||
| Finance costs | 4,705 | 3,598 | |||||||||||||||||||||
| Income tax expense | 12 | 53,198 | 24,824 | ||||||||||||||||||||
| Unrealized foreign exchange gain | (2,131) | (3,106) | |||||||||||||||||||||
| Unrealized fair value loss on financial asset related to the Additional Royal Gold Agreement | 16 | 38,500 | 1,400 | ||||||||||||||||||||
| Gain on sale of Greenstone Partnership | 4 | (16,114) | (6,630) | ||||||||||||||||||||
| Other | 1,362 | 1,492 | |||||||||||||||||||||
| Reclamation payments | 8 | (212) | (1,589) | ||||||||||||||||||||
| Cash provided by operating activities prior to changes in working capital and income taxes paid | 186,540 | 80,942 | |||||||||||||||||||||
| Income taxes paid | (24,624) | (1,449) | |||||||||||||||||||||
| Other changes in working capital | 14 | (41,822) | (20,882) | ||||||||||||||||||||
| Cash provided by operating activities | 120,094 | 58,611 | |||||||||||||||||||||
| Investing activities | |||||||||||||||||||||||
| Property, plant and equipment additions | (71,084) | (48,567) | |||||||||||||||||||||
| Proceeds from disposition of equity investments | 6,001 | — | |||||||||||||||||||||
| Purchase of equity investments | 16 | (5,292) | — | ||||||||||||||||||||
| Cash used in investing activities | (70,375) | (48,567) | |||||||||||||||||||||
| Financing activities | |||||||||||||||||||||||
| Dividends paid | 13 | (10,121) | (10,266) | ||||||||||||||||||||
| Payment of borrowing and financing costs | (510) | (4) | |||||||||||||||||||||
| Repayment of lease obligations | (3,498) | (2,213) | |||||||||||||||||||||
| Proceeds from common shares issued | 1,436 | 859 | |||||||||||||||||||||
| Payment for common shares repurchased | 13 | (22,466) | (14,919) | ||||||||||||||||||||
| Cash used in financing activities | (35,159) | (26,543) | |||||||||||||||||||||
| Increase (decrease) in cash and cash equivalents during the period | 14,560 | (16,499) | |||||||||||||||||||||
| Cash and cash equivalents at beginning of the period | 528,931 | 624,673 | |||||||||||||||||||||
| Cash and cash equivalents at end of the period | $ | 543,491 | $ | 608,174 | |||||||||||||||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
3
| Centerra Gold Inc. | ||||||||||||||
Condensed Consolidated Interim Statements of Shareholders' Equity | ||||||||||||||
| (Unaudited) | ||||||||||||||
| (Expressed in thousands of United States dollars, except share information) | |||||||||||||||||||||||||||||||||||
| Number of Common Shares | Share Capital | Contributed Surplus | Accumulated Other Comprehensive Loss | Retained Earnings | Total | ||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | 199,806,355 | $ | 727,038 | $ | 30,945 | $ | (49,363) | $ | 1,351,142 | $ | 2,059,762 | ||||||||||||||||||||||||
| Net earnings | — | — | — | — | 79,431 | 79,431 | |||||||||||||||||||||||||||||
Other comprehensive loss (note 16) | — | — | — | (16,728) | — | (16,728) | |||||||||||||||||||||||||||||
| Transactions with shareholders: | |||||||||||||||||||||||||||||||||||
| Repurchase of shares - Normal Course Issuer Bid (“NCIB”) (note 13) | (1,253,900) | (22,908) | — | — | — | (22,908) | |||||||||||||||||||||||||||||
| Related to the effect of share repurchase liability (note 13) | — | 6,917 | — | — | — | 6,917 | |||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | (704) | — | — | (704) | |||||||||||||||||||||||||||||
| Issued on exercise of stock options | 188,637 | 1,479 | (404) | — | — | 1,075 | |||||||||||||||||||||||||||||
| Issued under the employee share purchase plan | 31,300 | 452 | — | — | — | 452 | |||||||||||||||||||||||||||||
| Issued on redemption of restricted share units | 243,849 | 379 | (379) | — | — | — | |||||||||||||||||||||||||||||
Dividends declared and paid (C$0.07 per share) | — | — | — | — | (10,121) | (10,121) | |||||||||||||||||||||||||||||
| Balance at March 31, 2026 | 199,016,241 | $ | 713,357 | $ | 29,458 | $ | (66,091) | $ | 1,420,452 | $ | 2,097,176 | ||||||||||||||||||||||||
| Balance at January 1, 2025 | 210,031,280 | $ | 826,694 | $ | 32,147 | $ | (11,195) | $ | 808,270 | $ | 1,655,916 | ||||||||||||||||||||||||
Net earnings | — | — | — | — | 30,454 | 30,454 | |||||||||||||||||||||||||||||
Other comprehensive loss (note 16) | — | — | — | (2,680) | — | (2,680) | |||||||||||||||||||||||||||||
| Transaction with shareholders: | |||||||||||||||||||||||||||||||||||
| Repurchase of shares - NCIB (note 13) | (2,465,926) | (15,179) | — | — | — | (15,179) | |||||||||||||||||||||||||||||
| Related to the effect of share repurchase liability (note 13) | — | 778 | — | — | — | 778 | |||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | 479 | — | — | 479 | |||||||||||||||||||||||||||||
| Issued on exercise of stock options | 126,797 | 855 | (248) | — | — | 607 | |||||||||||||||||||||||||||||
| Issued under the employee share purchase plan | 53,319 | 309 | — | — | — | 309 | |||||||||||||||||||||||||||||
| Issued on redemption of restricted share units | 198,658 | 573 | (568) | — | — | 5 | |||||||||||||||||||||||||||||
Dividends declared and paid (C$0.07 per share) | — | — | — | — | (10,266) | (10,266) | |||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 207,944,128 | $ | 814,030 | $ | 31,810 | $ | (13,875) | $ | 828,458 | $ | 1,660,423 | ||||||||||||||||||||||||
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
4
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
1. Nature of operations
Centerra Gold Inc. (“Centerra” or the “Company”) was incorporated under the Canada Business Corporations Act on November 7, 2002. Centerra’s common shares are listed on the Toronto Stock Exchange under the symbol “CG” and on the New York Stock Exchange under the symbol “CGAU”. The Company is domiciled in Canada and its registered office is located at 1 University Avenue, Suite 1800, Toronto, Ontario, M5J 2P1. The Company is primarily focused on operating, developing, exploring and acquiring gold and copper properties in North America, Türkiye, and other markets worldwide. The Company also owns a vertically integrated US Molybdenum Business Unit (“US Moly”) and another molybdenum property in North America.
2. Basis of presentation
These unaudited condensed consolidated interim financial statements (“interim financial statements”) of the Company and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (“IFRS”), International Accounting Standard 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”). These interim financial statements do not contain all of the annual disclosures required by IFRS, and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025.
These financial statements were authorized for issuance by the Board of Directors of the Company on April 29, 2026.
3. Summary of material accounting policies
These interim financial statements have been prepared using material accounting policies and critical accounting estimates and judgments consistent with those used in the Company’s audited consolidated financial statements as at and for the year ended December 31, 2025.
New standards and amendments issued and applicable to the Company are described below:
IFRS 18, Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:
–the structure of the statement of profit or loss;
–required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures);
–enhanced principles on aggregation and disaggregation of totals and disclosures which apply to the primary financial statements and notes in general.
IFRS 18 will replace IAS 1, while many of the existing principles in IAS 1 are expected to be retained, with limited changes. IFRS 18 is not expected to impact the recognition or measurement of items in the financial statements; however, it may affect what an entity reports as its operating profit or loss.
The Company is actively evaluating the impact of IFRS 18 on its financial statements. The Company has identified certain management-defined performance measures and continues to assess their impact on the disclosures in the financial statements upon adoption. The Company is also evaluating the impact on
5
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
the statement of profit or loss and the statement of cash flows arising from additional subtotals required under the new presentation structure.
IFRS 18 will apply to reporting periods beginning on or after January 1, 2027, including comparative information. The Company does not intend to early adopt the standard prior to its effective date.
4. Sale of Greenstone Partnership
In 2021, the Company sold its interest in the Greenstone Partnership for consideration which included contingent payments dependent on the Greenstone Mine achieving certain cumulative production milestones. In 2024, Equinox Gold Inc. (“Equinox”), the operator of the Greenstone Mine, announced that the mine had achieved commercial production which removed significant uncertainty constraining the cumulative production milestones. As a result, the Company recognized a contract asset, representing the amount due from Equinox under these payments contingent on achieving these production milestones. Subsequent to the initial recognition, the most likely value of the contract asset is re-measured at each reporting date with changes in expected value recorded as a gain or loss on the sale of Greenstone Partnership.
The table below summarizes changes in the contract asset included in other current assets and other non-current assets in the Company’s consolidated statements of financial position. The determination of other current and other non-current assets was based on the expected timing of receipt of contingent payments due from Equinox.
Balance, January 1, 2025 | $ | 63,088 | |||
Remeasurement gain | 50,545 | ||||
| Settlements during the period | (41,044) | ||||
Balance, December 31, 2025 | $ | 72,589 | |||
Remeasurement gain | 16,114 | ||||
| Balance, March 31, 2026 | $ | 88,703 | |||
Current portion of amount due from Equinox (note 5) | $ | 45,814 | |||
Non-current portion of amount due from Equinox (note 7) | $ | 42,889 | |||
The most likely amount of the contract asset was determined using a discounted cash flow method. The key assumptions used in the measurement of the remaining contract asset are summarized in the table below:
| March 31, 2026 | December 31, 2025 | ||||||||||
Gold price per oz | $4,138 - $4,240 | $3,430 - $3,520 | |||||||||
Timing of receipt of remaining contingent payments | 2026 to 2027 | 2026 to 2027 | |||||||||
| Discount rate | 5.56 | % | 5.56 | % | |||||||
6
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
Key assumptions
The determination of the most likely amount of the contract asset was performed utilizing Level 3 inputs of the fair value hierarchy, and including the following key assumptions:
•Future commodity price estimates were determined using forecasts of future prices prepared by industry analysts, which were available as at or close to the valuation date. The Company applied the variable consideration constraint in accordance with IFRS 15 Revenue recognition from contracts with customers through developing an established range of data points between the minimum and median of available future price estimates to reduce the likelihood of future reversal of the gain recognized on the sale of Greenstone Partnership.
•Expected timing of receipt of contingent payments were determined using the most recent production and public guidance disclosures for the Greenstone Mine and recently issued technical reports to estimate when the timing of the contingent payment thresholds would be met.
•Discount rate was based on a credit-risk adjusted rate representing the broader mining industry. This discount rate is not subject to change as the asset is re-measured on a periodic basis.
Future commodity prices and discount rate were assumptions applicable to all components of the measurement of the contract asset while production levels were a key assumption in the timing of the receipt of the milestone payments.
5. Other current assets and liabilities
| March 31, 2026 | December 31, 2025 | ||||||||||
| Other current assets | |||||||||||
Due from Equinox (1) | $ | 45,814 | $ | 37,519 | |||||||
| Prepaid insurance expenses | 6,492 | 9,229 | |||||||||
| Deposits for consumable supplies | 946 | 1,924 | |||||||||
| Prepaid assets | 8,272 | 6,156 | |||||||||
| Other | 960 | 554 | |||||||||
| Total other current assets | $ | 62,484 | $ | 55,382 | |||||||
| Other current liabilities | |||||||||||
| Current portion of lease obligations | $ | 8,201 | $ | 7,924 | |||||||
| Current portion of provision for reclamation (note 8) | 593 | — | |||||||||
| Share repurchase liability (note 13) | 14,816 | 21,733 | |||||||||
| Other | 2,455 | 2,327 | |||||||||
| Total other current liabilities | $ | 26,065 | $ | 31,984 | |||||||
(1)Relates to the current portion of amount due from Equinox related to the sale of its interest in the Greenstone Partnership expected to be received in the next twelve months (note 4).
7
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
6. Property, plant and equipment
The following is a summary of the carrying value of property, plant and equipment (“PP&E”):
| Buildings, Plant and Equipment | Mineral Properties(1) | Capitalized Stripping Costs | Construction in Progress | Total | |||||||||||||||||||||||||
| Net book value | |||||||||||||||||||||||||||||
Balance January 1, 2025 | $ | 707,369 | $ | 254,701 | $ | 52,276 | $ | 87,190 | $ | 1,101,536 | |||||||||||||||||||
Balance January 1, 2026 | $ | 773,332 | $ | 535,604 | $ | 55,209 | $ | 236,255 | $ | 1,600,400 | |||||||||||||||||||
Balance March 31, 2026 | $ | 792,411 | $ | 540,316 | $ | 51,526 | $ | 282,070 | $ | 1,666,323 | |||||||||||||||||||
(1)Includes exploration and evaluation assets related to the Goldfield Project and Kemess Project.
During the three months ended March 31, 2026, $101.6 million of additions were capitalized to PP&E, including $(0.3) million capitalized to the asset retirement obligation asset and lease arrangements with right-of-use asset additions of $27.5 million mostly related to the concentrate storage facility.
During the year ended December 31, 2025, $295.5 million of additions were capitalized to PP&E, including $19.0 million capitalized to the asset retirement obligation asset and lease arrangements with right-of-use asset additions of $6.3 million.
During the year ended December 31, 2025, an impairment reversal of $193.5 million was recognized on the Goldfield Project. An impairment reversal of $147.6 million ($144.8 million, net of tax) was recognized on the Kemess Project. These impairment reversals represent the full reversal of prior impairment allocated to long-lived assets, as adjusted for depreciation, depletion and amortization.
7. Other non-current assets and liabilities
| March 31, 2026 | December 31, 2025 | |||||||
| Other non-current assets | ||||||||
VAT and other tax receivables(1) | $ | 6,622 | $ | 6,413 | ||||
| Non-current supplies inventory | 346 | 346 | ||||||
Due from Equinox(2) | 42,889 | 35,070 | ||||||
| Other | 2,010 | 2,020 | ||||||
| Total other non-current assets | $ | 51,867 | $ | 43,849 | ||||
| Other non-current liabilities | ||||||||
Non-current portion of lease obligations(4) | $ | 35,533 | $ | 10,867 | ||||
Non-current portion of deferred revenue(3) | 24,530 | 24,362 | ||||||
| Post-retirement benefits | 2,390 | 2,312 | ||||||
Other | 937 | — | ||||||
| Total other non-current liabilities | $ | 63,390 | $ | 37,541 | ||||
(1)Includes amounts related to the Öksüt Mine.
(2)Relates to the non-current portion of amount due from Equinox related to the sale of its interest in the Greenstone Partnership (note 4).
(3)Relates to the Additional Royal Gold Agreement (note 16a).
(4)Relates to the additional leases at the Thompson Creek Mine and the Mount Milligan Mine.
8
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
8. Reclamation
a.Reclamation provision
The following table reconciles the beginning and ending carrying amounts of the Company’s provision for reclamation.
| March 31, 2026 | December 31, 2025 | ||||||||||
| Balance, beginning of year | $ | 294,452 | $ | 271,308 | |||||||
| Changes in cost estimates | 1,277 | 18,475 | |||||||||
| Changes in discount rate | (2,186) | (8,859) | |||||||||
| Accretion | 2,962 | 11,210 | |||||||||
| Liabilities settled | (212) | (5,319) | |||||||||
| Foreign exchange revaluation | (1,996) | 7,637 | |||||||||
| Balance, end of period | $ | 294,297 | $ | 294,452 | |||||||
Current portion of reclamation provision | 593 | — | |||||||||
| Non-current portion of reclamation provision | 293,704 | 294,452 | |||||||||
| Total provision for reclamation | $ | 294,297 | $ | 294,452 | |||||||
The range of the nominal risk-free interest rate used in discounting the reclamation provision are presented below:
| As at March 31, 2026 | As at December 31, 2025 | |||||||||||||||||||||||||
| Range of nominal risk-free interest rate applied | 3.59% | to | 4.88% | 3.56% | to | 4.84% | ||||||||||||||||||||
b. Reclamation (recovery) expense
The (recovery) expense relating to the exploration and care and maintenance sites are attributable to the following factors:
| March 31, 2026 | March 31, 2025 | ||||||||||||||||
| Changes in cost estimates | $ | (612) | $ | 3,583 | |||||||||||||
| Changes in discount rate | (562) | 1,173 | |||||||||||||||
| Other | 112 | 49 | |||||||||||||||
| Total reclamation (recovery) expense | $ | (1,062) | $ | 4,805 | |||||||||||||
9
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
9. Revenue
Total revenue consists of the following:
| Three months ended March 31, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Gold revenue | $ | 301,431 | $ | 138,614 | |||||||||||||
| Copper revenue | 69,994 | 41,020 | |||||||||||||||
| Molybdenum revenue | 98,364 | 91,651 | |||||||||||||||
Other by-product revenue(1) | 15,525 | 5,175 | |||||||||||||||
| Revenue from contracts with customers | $ | 485,314 | $ | 276,460 | |||||||||||||
Provisional and final pricing adjustment on concentrate sales(2) | 3,562 | 23,967 | |||||||||||||||
| Metal content adjustments on concentrate sales | (4,182) | (928) | |||||||||||||||
| Total revenue | $ | 484,694 | $ | 299,499 | |||||||||||||
(1)Includes silver, rhenium, toll and sulfuric acid sales.
(2)Includes mark-to-market adjustment related to 16.1 million pounds of copper, 27,240 ounces of gold, and 196,142 pounds of molybdenum (March 31, 2025 - 12.1 million pounds of copper, 36,943 ounces of gold, and 218,289 pounds of molybdenum) in the gold and copper concentrate and molybdenum product shipments subject to final pricing as at the period-end.
10. Other operating expenses
| Three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Selling and marketing(1) | $ | 3,024 | $ | 2,802 | ||||||||||
| Study costs | 532 | 1,119 | ||||||||||||
Unrealized loss on financial asset related to the Additional Royal Gold Agreement (note 16a) | 38,500 | 1,400 | ||||||||||||
Langeloth Facility standby costs(2) | 6,088 | — | ||||||||||||
| Other, net | 164 | — | ||||||||||||
| Other operating expenses | $ | 48,308 | $ | 5,321 | ||||||||||
(1)Primarily includes freight charges associated with the Mount Milligan Mine and the Langeloth Facility.
(2)Includes costs incurred at the Langeloth Facility that could not be capitalized to production inventory during the period of suspension of operations, which happened in February and March 2026.
11. Other non-operating income
| Three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Interest income(1) | $ | (4,194) | $ | (5,371) | ||||||||||
Foreign exchange gain (2) | (7,261) | (3,461) | ||||||||||||
Gain on equity investments (3) | (2,600) | (596) | ||||||||||||
| Other expenses (income) | 1,615 | (190) | ||||||||||||
| Other non-operating income | $ | (12,440) | $ | (9,618) | ||||||||||
(1)Primarily includes interest on bank term deposits.
(2)Primarily includes foreign exchange impact of the Turkish lira on the Company’s income tax and royalties and impact of the Canadian dollar on the reclamation provision at the Endako Mine and Kemess project.
(3)Relates to short-term equity investments designated as fair value through profit and loss.
10
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
12. Income Taxes
| Three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Current income tax expense | $ | 50,030 | $ | 29,310 | ||||||||||
| Deferred income tax expense | 3,168 | (4,486) | ||||||||||||
| Total income tax expense | $ | 53,198 | $ | 24,824 | ||||||||||
13. Shareholder's equity
a.Repurchases and cancellation of shares
Normal Course Issuer Bid (“NCIB”)
On November 10, 2025, the Company announced that it had received approval from the Toronto Stock Exchange (”TSX”) to renew its NCIB program. Under the renewed NCIB, Centerra may purchase for cancellation up to an aggregate of 20,129,230 common shares in the capital of the Company during the twelve-month period commencing on November 10, 2025 and ending on November 9, 2026, representing approximately 10% of the public float.
During the three months ended March 31, 2026, the Company repurchased 1,253,900 common shares (2025 - 2,465,926 common shares) for total consideration of $22.5 million (2025 - $14.9 million) at an average price of $17.92 (C$24.55) (2025 - $6.05) per share. The total consideration paid for the cancelled shares, including transaction costs, was treated as a reduction to common share capital.
Automatic Share Purchase Plan
On March 26, 2026, the Company initiated an automatic share purchase plan (“ASPP”) under its NCIB by authorizing its independent broker to repurchase a fixed total value of Centerra common shares up to $14.8 million (December 31, 2025 - $21.7 million) with a certain share price limit during the period ending May 1, 2026.
The Company recognized a financial liability associated with the total maximum amount that may be repurchased during that period by the broker, with an offsetting entry in share capital.
11
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
b.Earnings per share
Computation for basic and diluted earnings per share:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net earnings | $ | 79,431 | $ | 30,454 | ||||
Dilutive impact related to the RSU plan(1) | — | (394) | ||||||
Dilutive impact related to the PSU plan(2) | — | (1,349) | ||||||
| Diluted earnings | $ | 79,431 | $ | 28,711 | ||||
| Basic weighted average common shares (in thousands) | 199,607 | 209,329 | ||||||
| Dilutive impact of stock options (in thousands) | 1,045 | 16 | ||||||
Dilutive impact related to the RSU plan (in thousands)(1) | 838 | 2,866 | ||||||
Dilutive impact related to the PSU plan (in thousands)(2) | — | 1,513 | ||||||
| Diluted weighted average common shares (in thousands) | 201,490 | 213,724 | ||||||
| Earnings per share: | ||||||||
| Basic | $ | 0.40 | $ | 0.15 | ||||
| Diluted | $ | 0.39 | $ | 0.13 | ||||
(1)Relates to the Company’s Restricted Share Unit (“RSU”) Plan.
(2)Relates to the Company’s Performance Share Unit (“PSU”) Plan.
For the three months ended March 31, 2026 and 2025, certain potentially anti-dilutive securities were excluded from the calculation of diluted earnings per share due to the exercise prices being greater than the average market price of the Company’s common shares for the respective periods.
Anti-dilutive securities excluded from the calculation are summarized below:
| Three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| RSUs and PSUs excluded from earnings per share (in thousands) | 2,791 | — | ||||||||||||
ASPP impact excluded from earnings per share (in thousands)(1) | 833 | 1,075 | ||||||||||||
(1)ASPP has an anti-dilutive impact on earnings per share by reducing the number of shares outstanding from the calculation.
c.Dividends
On April 29, 2026, the Board approved a quarterly dividend of C$0.07 per share to shareholders of record on May 21, 2026.
12
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
14. Supplemental cash flow disclosure
Changes in working capital
| Three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Increase (decrease) in amounts receivable | $ | 2,683 | $ | (37,208) | ||||||||||
| (Increase) decrease in inventories | (50,550) | 9,171 | ||||||||||||
| Decrease in other current assets | 2,078 | 1,217 | ||||||||||||
| Increase in accounts payable and accrued liabilities | 3,967 | 5,938 | ||||||||||||
| Changes in working capital | $ | (41,822) | $ | (20,882) | ||||||||||
15. Commitments and contingencies
Commitments
As of March 31, 2026, the Company had entered into contracts related to PP&E totaling $108.5 million (March 31, 2025 - $23.6 million).
Contingencies
On an ongoing basis, the Company is subject to various claims, tax audits and other legal disputes, the outcomes of which cannot be assessed with a high degree of certainty. The Company has been audited and reassessed by the British Columbia Ministry of Finance in respect of British Columbia mineral tax filings for the 2013 to 2021 taxation years. The Company believes the tax position it has taken is supportable and is disputing the reassessments. The Company does not expect the outcome of the reassessments to have a material effect on the Company’s financial statements.
Mount Milligan Mine Royalty
The Company is subject of a claim made by H.R.S. Resources Corp. (“H.R.S.”), the holder of a 2% royalty at Mount Milligan, in the first quarter of 2020. H.R.S. claimed that since November 2016 (when the royalty became payable) the Company has incorrectly calculated amounts payable under the royalty agreement and has therefore underpaid amounts owing to H.R.S.
The B.C. Court of Appeal rendered a written decision on January 13, 2026, which determined that the Company should be calculating the royalty on the full amounts received from offtakers who purchase Mount Milligan concentrate, notwithstanding that under the Royal Gold Streaming Agreement, we are immediately required to use a portion of those proceeds to purchase gold and copper credits for delivery to Royal Gold. This decision overturned a previously written decision from the B.C. Supreme Court that stated, among other things, that the Company was correct to include the effect of the Royal Gold Streaming Agreement when calculating the royalty. The Company sought leave to appeal from the Supreme Court of Canada and is awaiting a decision. In the first quarter of 2026, the Company paid approximately $22.4 million to H.R.S. pursuant to the B.C. Court of Appeal decision, which was previously accrued as at December 31, 2025, and will make future royalty payments on that basis. If that appeal to the Supreme Court of Canada is successful, the Company may be entitled to recover some or all of the amounts paid to H.R.S. and revert to the previous royalty calculation.
13
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
16. Financial instruments
The Company’s principal financial instruments include the Mount Milligan Mine’s financial asset related to the Additional Royal Gold Agreement, equity investments and derivative financial instruments. Financial instruments also comprise amounts receivable (including embedded derivatives) and accounts payable. The Company’s principal financial instruments not inclusive of amounts receivable and accounts payable are summarized in the table below:
| March 31, 2026 | December 31, 2025 | ||||||||||
Other current financial assets | |||||||||||
| Current derivative instrument assets (note 16b) | $ | 2,454 | $ | 2,566 | |||||||
| Current equity investments (note 16d) | 8,566 | 11,967 | |||||||||
| 11,020 | 14,533 | ||||||||||
Other non-current financial assets | |||||||||||
| Royal Gold financial asset (note 16a) | $ | 74,800 | 113,300 | ||||||||
| Non-current derivative instrument assets (note 16b) | 421 | 255 | |||||||||
| 75,221 | 113,555 | ||||||||||
| Non-current equity investments (note 16d) | 136,463 | 105,870 | |||||||||
Total other financial assets | $ | 222,704 | $ | 233,958 | |||||||
Other current financial liabilities | |||||||||||
| Current derivative instrument liabilities (note 16b) | $ | 23,578 | $ | 16,346 | |||||||
| 23,578 | 16,346 | ||||||||||
Other non-current financial liabilities | |||||||||||
| Non-current derivative instrument liabilities (note 16b) | 122,555 | 82,093 | |||||||||
| 122,555 | 82,093 | ||||||||||
Total other financial liabilities | $ | 146,133 | $ | 98,439 | |||||||
The table below provides a breakdown of the changes in the fair value of derivative financial instruments and equity investments recognized in other comprehensive loss (“OCI”) and the portion of the fair value changes reclassified to the statements of earnings:
| Three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Decrease (increase) in fair value of derivative instrument liabilities | $ | (40,960) | $ | 1,269 | ||||||||||
Increase (decrease) in fair value of equity investments accounted through fair value through other comprehensive income | 26,301 | (670) | ||||||||||||
| Reclassified to net earnings | (2,069) | (3,279) | ||||||||||||
Decrease in fair value of financial instruments and equity investments included in OCI(1) | $ | (16,728) | $ | (2,680) | ||||||||||
(1)Includes tax recovery of $(1.4) million for the three months ended March 31, 2026 (March 31, 2025 - $0.6 million tax expense).
14
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
a.Mount Milligan Mine financial asset related to the Additional Royal Gold Agreement
The Mount Milligan Mine is subject to an arrangement with Royal Gold which entitles Royal Gold to purchase 35% and 18.75% of gold and copper produced, respectively, and requires Royal Gold to pay $435 per ounce of gold and 15% of the spot price per pound of copper delivered. The Company accounts for the Additional Royal Gold Agreement as a financial asset and the fair value of the financial asset is re-measured at each reporting date with changes in fair value recorded as a gain or loss in other operating expenses.
In 2024, the Company and its subsidiary, TCM, entered into an Additional Royal Gold Agreement relating to the Mount Milligan Mine to increase cash payments for the Mount Milligan Mine’s gold ounces and copper pounds delivered to Royal Gold dependent on specific delivery milestones. On September 11, 2025, the Company issued the Mount Milligan Mine pre-feasibility study (“MTM PFS”), confirming an extension of the life of mine. The fair value of the financial asset was re-measured at that time to incorporate the extension to the life of mine.
The following is a summary of the changes in the financial asset included in other assets in the Company’s consolidated statements of financial position:
Balance, January 1, 2025 | $ | 67,200 | |||
Settlement of deferred gold consideration(1) | 43,101 | ||||
| Fair value adjustments | 2,999 | ||||
| Balance, December 31, 2025 | $ | 113,300 | |||
| Fair value adjustments | $ | (38,500) | |||
| Balance, March 31, 2026 | $ | 74,800 | |||
(1)Represents the value of the delivery of the first deferred gold consideration, settled in gold ounces.
The Company has also indemnified Royal Gold and its affiliates for up to $25 million of specified incremental taxes that may be assessed as a result of the Additional Royal Gold Agreement for a period of seven years. The Company considers the value associated with the indemnification to be nominal in its valuation of the financial asset based on remote probability of the cash outflow. The Company will continue to re-evaluate this assessment each period.
15
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
The key assumptions used in the measurement of the financial asset are summarized in the table below:
| March 31, 2026 | December 31, 2025 | ||||||||||
Gold price per oz - short-term (1) | $3,825 - $4,713 | $3,000 - $4,000 | |||||||||
| Gold price per oz - long-term | $3,600 | $3,000 | |||||||||
| Copper price per lb - long term | $4.76 | $4.50 | |||||||||
Timing of delivery of deferred gold consideration (range of years) | 2026 to 2034 | 2026 to 2034 | |||||||||
| Gold price volatility used in the Monte Carlo simulation | 18.8 | % | 18.5 | % | |||||||
| Discount rate | 6.38% - 7.88% | 6.25% - 7.63% | |||||||||
(1) Short-term represents the years 2026-2029 as at March 31, 2026 (2026-2029 as at December 31, 2025).
The fair value of the financial asset is most sensitive to the key assumptions summarized below:
Hypothetical Change | Impact on Value | ||||||||||
Gold price per oz | +/-$250/oz | +/- $5,264 | |||||||||
Copper price per lb | +/-$0.50/lb | +/- $19,501 | |||||||||
Discount rate | +/-1% | +/- $15,335 | |||||||||
Key assumptions
The determination of the fair value of the financial asset was performed utilizing Level 3 inputs of the fair value hierarchy, and including the following key assumptions:
•Future commodity price estimates were determined using forecasts of future prices prepared by industry analysts, which were available as at or close to the valuation date and applying the Monte Carlo method to determine the applicable price for the additional cash payments for gold;
•Discount rate was based on the Company’s estimated weighted-average cost of capital, of which the two main components are the cost of equity and the after-tax cost of debt. Included in the weighted-average cost of capital is the incremental premium reflecting risk associated with permitting and construction of the second tailings storage facility;
•Timing of deferred gold consideration was determined based on the Company’s best estimate of the timing to receive the gold ounces in relation to the sale of Centerra’s 50% interest in the Greenstone Partnership;
•Gold price volatility used in the Monte Carlo simulation was determined by applying statistical methods to daily historical gold prices over the period equal to the life of Mount Milligan Mine; and
•Estimated future production profile, including production levels and operating and capital costs of the Mount Milligan Mine were determined with reference to the life of mine plan. The life of mine plan was updated in the third quarter of 2025 when the Company issued the MTM PFS. The production levels used were consistent with the volume of reserves developed as part of the Company’s process for the estimation of mineral reserves and resources.
Future commodity prices and discount rate were assumptions applicable to all components of the measurement of the financial asset while production levels were a key assumption in the valuation of threshold payments and free cash flows interest payments components of the financial asset. Gold price volatility was an assumption used specifically in the Monte Carlo method applied in the valuation of additional cash payments for gold.
16
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
b.Derivative financial instruments
The Company uses derivative financial instruments as part of its risk management program to mitigate exposures to various market risks including commodity prices, foreign exchange rates and diesel fuel prices. The Company’s derivative counterparties are syndicate members of the Company’s corporate credit facility. The Company monitors its derivative position exposures on an ongoing basis.
| March 31, 2026 | December 31, 2025 | ||||||||||
| Derivative instrument assets | |||||||||||
| Current | |||||||||||
| Foreign exchange contracts | $ | 119 | $ | 1,752 | |||||||
| Fuel contracts | 2,183 | — | |||||||||
Royal Gold deliverables(1) | 152 | 814 | |||||||||
| 2,454 | 2,566 | ||||||||||
| Non-current | |||||||||||
| Foreign exchange contracts | — | 250 | |||||||||
| Fuel contracts | 421 | 5 | |||||||||
| 421 | 255 | ||||||||||
| Total derivative instrument assets | $ | 2,875 | $ | 2,821 | |||||||
| Derivative instrument liabilities | |||||||||||
| Current | |||||||||||
| Foreign exchange contracts | $ | 2,974 | $ | 259 | |||||||
| Fuel contracts | 855 | 1,370 | |||||||||
Royal Gold deliverables(1) | 3,575 | 56 | |||||||||
Gold contracts | 16,174 | 14,661 | |||||||||
| 23,578 | 16,346 | ||||||||||
| Non-current | |||||||||||
| Foreign exchange contracts | 669 | 111 | |||||||||
| Fuel contracts | 367 | 504 | |||||||||
Gold contracts(2) | 121,519 | 81,478 | |||||||||
| 122,555 | 82,093 | ||||||||||
| Total derivative instrument liabilities | $ | 146,133 | $ | 98,439 | |||||||
(1)Relates to Royal Gold deliverables, which are gold and copper forward contracts for gold ounces and copper pounds, respectively, payable to Royal Gold.
(2)Hedges associated with the Goldfield Project with floors at $3,200 for 2029 and 2030, with ceilings at an average of $4,438 and $4,705, respectively.
17
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
Hedge derivatives
The derivative instruments outstanding as at March 31, 2026 that are accounted for as cash flow hedges are summarized below:
| Average Strike Price | Total Position(2) | |||||||||||||||||||||||||||||||
| Instrument | Unit | 2026 | 2027 | 2028+ | Type | |||||||||||||||||||||||||||
| Diesel Contracts | ||||||||||||||||||||||||||||||||
ULSD zero-cost collars(1) | Litres | $0.59/$0.67 | $0.50/$0.57 | $— | Fixed | 4,054,500 | ||||||||||||||||||||||||||
ULSD swap contracts(1) | Litres | $0.62 | $0.58 | $— | Fixed | 29,652,261 | ||||||||||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||||||||||||||||
| US$/C$ zero-cost collars | CAD | $1.34/$1.39 | $— | $— | Fixed | 60,000,000 | ||||||||||||||||||||||||||
| US$/C$ forward contracts | CAD | $1.37 | $1.36 | $— | Fixed | 433,250,000 | ||||||||||||||||||||||||||
| Gold Hedge Contracts | ||||||||||||||||||||||||||||||||
Öksüt Mine zero-cost collars | Ounces | $2,400/$3,696 | — | — | Fixed | 15,384 | ||||||||||||||||||||||||||
Goldfield Project zero-cost collars(3) | Ounces | — | — | $3,200/$4,575 | Fixed | 117,000 | ||||||||||||||||||||||||||
(1)Ultra-low sulfur diesel (“ULSD”).
(2)Total amounts expressed in the units identified.
(3)Hedges associated with the Goldfield Project with floors at $3,200 for 2029 and 2030, with ceilings at an average of $4,438 and $4,705, respectively.
Fuel contracts
The Company applies hedge accounting to derivative instruments it enters into to hedge a portion of its estimated future diesel fuel purchases at its Mount Milligan Mine operations and estimated future diesel fuel purchases at the Thompson Creek Mine, to manage the risk associated with changes in diesel fuel prices on the cost of operations. The fuel hedge contracts are expected to settle over time by the end of 2027.
Foreign exchange contracts
The Company applies hedge accounting to the foreign exchange contracts it enters into to hedge a portion of its future Canadian dollar denominated expenditures. The foreign exchange contracts are expected to settle over time by the end of 2027.
Gold contracts
In 2024, the Company entered into zero-cost collar contracts related to the Oksut Mine for 40,000 ounces in 2025 and 20,000 ounces in 2026. The derivatives expire evenly through each year.
In conjunction with the decision to proceed with the Goldfield Project on August 6, 2025, the Company entered into zero-cost collar contracts for 57,000 ounces in 2029 and 60,000 ounces in 2030 to protect project economics and support predictable cash flow during the ramp-up period. These contracts are expected to settle over time by the end of 2030.
The Company applies hedge accounting to gold contracts it enters to hedge a portion of the expected gold ounces sold to manage the risk associated with changes to the London Bullion Market Association (“LBMA”) gold price in the case. The option collar contracts utilize a price floor, allowing for significant
18
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
participation in upward price movements. These hedges result in cash inflows or outflows only when the underlying LBMA gold price is below the collar floor, or above the collar ceiling, respectively, at the time of settlement.
Non-hedge derivatives
The non-hedge derivative instruments outstanding as at March 31, 2026, are expected to settle by the end of the first quarter of 2026, and are summarized as follows:
| Instrument | Unit | Total Position(1) | ||||||
| Royal Gold deliverables | ||||||||
| Gold forward contracts | Ounces | 14,380 | ||||||
| Copper forward contracts | Pounds | 2,646,000 | ||||||
(1)Total amounts expressed in the units identified.
Royal Gold deliverables
For deliveries under the Mount Milligan Streaming Agreement, the Company delivers physical gold and copper warrants to Royal Gold based on a percentage of the gold ounces and copper pounds included in each final sale of concentrate to third party customers, including off-takers and traders (collectively, “MTM Customers”), within two days of receiving or making a final payment. If a final payment from the MTM Customers is not received or paid within five months of the bill of lading date, then the Company will deliver an estimated amount of gold ounces and copper warrants, based on the quantities from the provisional invoice, for an estimated 90% of the material they are due to pay, based on the provisional invoice quantities.
The Company receives payment from the MTM Customers in cash, thus requiring the purchase of physical gold and copper warrants in order to satisfy the obligation to pay Royal Gold. In order to hedge its gold and copper price risk, which arises from timing differences, when physical purchase and concentrate sales pricing periods do not match, the Company has entered into certain forward gold and copper purchase and sales contracts, pursuant to which it purchases gold and copper at an average price during a quotation period, and sells gold and copper at a spot price. These contracts are treated as derivatives and are not designated as hedging instruments. The Company records its forward commodity contracts at fair value using a market approach based on observable quoted market prices and specific contract terms.
c. Provisionally-priced contracts
Amounts receivable
Upon the shipment and sale of gold and copper concentrate to various off-takers, the Company typically receives a payment equal to an amount ranging from 90% to 95% of the contracted value of the contained metals, net of applicable treatment and refining charges, while the final settlement payment is not due for several months. The majority of molybdenum sales is not subject to provisional pricing; however, for a small number of shipments and sales of molybdenum products to customers, the Company receives a payment typically equal to an amount ranging from 90% to 100% of the contracted value of
19
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
contained metal, net of applicable deductions, while the remaining payment, if any, is not due for several months.
Under the terms of these sales contracts, prices are subject to final adjustment, at the end of a future period, after control passes to the customer, based on quoted market prices during a quotation period and specific contract terms outlined in the contract. At the end of each reporting period, provisionally-priced receivables are marked to market based on the forward market price for the quotational period stipulated in the contract, with changes in fair value recognized in gold, copper and molybdenum revenue.
The amount of trade receivables related to the sales of gold and copper concentrate and molybdenum products prior to mark-to-market adjustment, the mark-to-market adjustment made during the period, and the fair value of provisionally-priced receivables as at March 31, 2026 and December 31, 2025, are summarized as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Trade receivables prior to mark-to-market adjustment | $ | 67,019 | $ | 50,407 | ||||
| Mark-to-market adjustment related to gold and copper concentrate sold | (9,065) | 11,500 | ||||||
| Mark-to-market adjustment related to molybdenum products sold | (36) | 697 | ||||||
| Provisionally-priced trade receivables | $ | 57,918 | $ | 62,604 | ||||
As at March 31, 2026 and December 31, 2025, the Company’s net receivable position consists of copper, gold, and molybdenum sales contracts awaiting final pricing and is summarized as follows:
| Sales awaiting final pricing | Fair value price ($/unit) | ||||||||||||||||
| Unit | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||
| Copper | Pounds | 16,114,601 | 11,478,789 | 5.58 | 5.64 | ||||||||||||
| Gold | Ounces | 27,240 | 35,004 | 4,663 | 4,338 | ||||||||||||
| Molybdenum | Pounds | 196,142 | 79,710 | 25.01 | 22.57 | ||||||||||||
20
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
Trade payables
Upon the purchase of molybdenum concentrate from various vendors, the Company typically pays an amount ranging from 95% to 100% of the contracted value of contained metal, net of applicable deductions while the final settlement payment is not due for several months. Under the terms of these concentrate purchase contracts, prices are subject to final adjustment at the end of a future period, after control passes to the Company based on quoted market prices during the quotation period specified in the contract. At the end of each reporting period, provisionally-priced purchases are recorded at fair value based on the forward market price for the quotation period stipulated in the contract, with changes in fair value recognized in inventory or production costs, as applicable.
Accounts payable related to the purchase of molybdenum concentrate prior to fair value adjustment, the fair value adjustments made during the period, and the fair value of provisionally-priced payables as at March 31, 2026 and December 31, 2025, are summarized as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Accounts payable prior to fair value adjustment | $ | 36,862 | $ | 61,433 | ||||
| Fair value adjustment to molybdenum concentrate | 7,908 | 224 | ||||||
| Provisionally-priced accounts payable | $ | 44,770 | $ | 61,657 | ||||
As at March 31, 2026 and December 31, 2025, the Company’s net position of molybdenum purchase contracts awaiting final pricing can be summarized as follows:
| Purchases awaiting final pricing | Fair value price ($/unit) | ||||||||||||||||
| Unit | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||
| Molybdenum | Pounds | 1,565,008 | 1,155,206 | $ | 24.05 | $ | 21.49 | ||||||||||
d. Equity Investments
| March 31, 2026 | December 31, 2025 | ||||||||||
Current portion of equity investments | $ | 8,566 | $ | 11,967 | |||||||
Non-current portion of equity investments (1) | 136,463 | 105,870 | |||||||||
Total equity investments | $ | 145,029 | $ | 117,837 | |||||||
(1)Relates to the shares of publicly traded entities, measured at fair value through OCI, including the investment in Thesis Gold Inc. of $61.1 million and investment in Liberty Gold Corp. of $42.1 million as at March 31, 2026.
21
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
e. Fair value measurement
Classification and the fair value measurement by the level of financial assets and liabilities in the consolidated statements of financial position were as follows:
| March 31, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||
Financial asset related to the Additional Royal Gold Agreement | $ | — | $ | — | $ | 74,800 | $ | 74,800 | |||||||||||||||
| Provisionally-priced trade receivables | — | 57,918 | — | 57,918 | |||||||||||||||||||
| Equity investments | 145,029 | — | — | 145,029 | |||||||||||||||||||
| Derivative financial instruments | — | 2,875 | — | 2,875 | |||||||||||||||||||
| $ | 145,029 | $ | 60,793 | $ | 74,800 | $ | 280,622 | ||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||
| Provisionally-priced accounts payable | $ | — | $ | 44,770 | $ | — | $ | 44,770 | |||||||||||||||
| Derivative financial instruments | — | 146,133 | — | 146,133 | |||||||||||||||||||
| $ | — | $ | 190,903 | $ | — | $ | 190,903 | ||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Financial assets | |||||||||||||||||||||||
Financial asset related to the Additional Royal Gold Agreement | $ | — | $ | — | $ | 113,300 | $ | 113,300 | |||||||||||||||
| Provisionally-priced trade receivables | — | 62,604 | — | 62,604 | |||||||||||||||||||
| Equity investments | 117,837 | — | — | 117,837 | |||||||||||||||||||
| Derivative financial instruments | — | 2,821 | — | 2,821 | |||||||||||||||||||
| $ | 117,837 | $ | 65,425 | $ | 113,300 | $ | 296,562 | ||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||
| Provisionally-priced accounts payable | $ | — | $ | 61,657 | $ | — | $ | 61,657 | |||||||||||||||
| Derivative financial instruments | — | 98,439 | — | 98,439 | |||||||||||||||||||
| $ | — | $ | 160,096 | $ | — | $ | 160,096 | ||||||||||||||||
During the three months ended March 31, 2026, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3 fair value measurements.
Valuation Techniques
Mount Milligan Mine financial asset related to the Additional Royal Gold Agreement
The fair value of the Mount Milligan Mine financial asset related to the Additional Royal Gold Agreement utilizes a combination of a Monte Carlo simulation method and discounted cash flow method. The fair value measurement requires management to make estimates and assumptions with respect to the metal prices, expected production, operating and capital costs from the Mount Milligan Mine’s life of mine
22
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
projections, expected timing of delivery of deferred gold consideration, gold price volatility used in the Monte Carlo simulation, probability of tax indemnity payments and a discount rate. As such, this financial asset is classified within Level 3 of the fair value hierarchy.
Equity investments
Equity investments representing shares of publicly traded entities are recorded at fair value using quoted market prices (classified within Level 1 of the fair value hierarchy).
Provisionally-priced receivables
The fair value of receivables arising from copper, gold and molybdenum sales contracts that contain provisional pricing mechanisms are determined using the appropriate quoted forward price from the exchange that is the principal active market for the particular metal. As such, these receivables, which meet the definition of an embedded derivative, are classified within Level 2 of the fair value hierarchy.
Provisionally-priced payables
The fair value of payables arising from molybdenum purchase contracts that contain provisional pricing mechanisms are determined using the appropriate quoted forward price from the exchange that is the principal active market for the particular metal. As such, these payables are classified within Level 2 of the fair value hierarchy.
Derivative financial instruments
The fair value of gold, copper, diesel and currency derivative financial instruments, classified within Level 2, are determined using derivative pricing models that utilize a variety of inputs that are a combination of quoted prices and market-corroborated inputs. The fair value of the Company’s derivative contracts includes an adjustment for credit risk.
17. Segmented information
The Company bases its operating segments on the way information is reported and used by the Company's chief operating decision-maker (“CODM”). The results of operating segments are reviewed by the CODM in order to make decisions about resources to be allocated to the segments and to assess their respective performances.
During the first quarter of 2026, the Company revised its internal organizational structure as a result of changes and advancements within the business and to better reflect how the CODM evaluates performance and allocates resources. The Company identified the Goldfield Project as a separate standalone reportable segment to align with the CODM focus on the ongoing construction and development of the project. Additionally, the Company refined the US Moly segment to comprise of the Thompson Creek Mine and Langeloth Metallurgical Facility which are vertically integrated. The Endako mine is now being presented within Corporate and Other, aligned with the Company’s updated organizational structure.
The comparative segment information for prior period has been restated to reflect the revised reportable segments. The reclassification has no impact on the Company’s previously reported consolidated net earnings, total assets, or cash flows.
23
Centerra Gold Inc. Notes to the Condensed Consolidated Interim Financial Statements (Unaudited) March 31, 2026 (Expressed in thousands of United States dollars, except share and per share amounts, unless otherwise indicated) | ||
| Three months ended March 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
| Öksüt | Mount Milligan | US Moly | Goldfield | Total Segments | Corporate and other | Total | |||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 183,728 | $ | 195,888 | $ | 105,078 | $ | — | $ | 484,694 | $ | — | $ | 484,694 | |||||||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||||||||||||||||||||
| Production costs | 59,444 | 93,994 | 100,744 | — | 254,182 | — | 254,182 | ||||||||||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 16,296 | 15,516 | 1,089 | — | 32,901 | — | 32,901 | ||||||||||||||||||||||||||||||||||||||||
| Earnings from mine operations | $ | 107,988 | $ | 86,378 | $ | 3,245 | $ | — | $ | 197,611 | $ | — | $ | 197,611 | |||||||||||||||||||||||||||||||||
| Exploration and evaluation costs | 230 | 970 | — | 4,516 | 5,716 | 6,980 | 12,696 | ||||||||||||||||||||||||||||||||||||||||
Corporate administration costs | — | — | — | — | — | 12,596 | 12,596 | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expenses | — | — | — | — | — | 11,664 | 11,664 | ||||||||||||||||||||||||||||||||||||||||
| Care and maintenance expenses | — | — | — | — | — | 4,629 | 4,629 | ||||||||||||||||||||||||||||||||||||||||
| Reclamation recovery | — | — | — | — | — | (1,062) | (1,062) | ||||||||||||||||||||||||||||||||||||||||
| Other operating expenses | 90 | 41,105 | 6,927 | — | 48,122 | 186 | 48,308 | ||||||||||||||||||||||||||||||||||||||||
| Earnings (loss) from operations | $ | 107,668 | $ | 44,303 | $ | (3,682) | $ | (4,516) | $ | 143,773 | $ | 108,780 | |||||||||||||||||||||||||||||||||||
Gain on sale of Greenstone Partnership | (16,114) | (16,114) | |||||||||||||||||||||||||||||||||||||||||||||
| Other non-operating income | (12,440) | (12,440) | |||||||||||||||||||||||||||||||||||||||||||||
| Finance costs | 4,705 | 4,705 | |||||||||||||||||||||||||||||||||||||||||||||
| Earnings before income tax | $ | 132,629 | |||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | 53,198 | 53,198 | |||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | $ | 79,431 | |||||||||||||||||||||||||||||||||||||||||||||
| Additions to PP&E | $ | 3,191 | $ | 33,051 | $ | 57,016 | $ | 6,626 | $ | 99,884 | $ | 1,761 | $ | 101,645 | |||||||||||||||||||||||||||||||||
| Three months ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Öksüt | Mount Milligan | US Moly | Goldfield | Total Segments | Corporate and other | Total | ||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 69,629 | $ | 135,199 | $ | 94,671 | $ | — | $ | 299,499 | $ | — | $ | 299,499 | ||||||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||||||||||||||
| Production costs | 27,014 | 77,770 | 94,094 | — | 198,878 | — | 198,878 | |||||||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 7,466 | 15,484 | 1,134 | — | 24,084 | — | 24,084 | |||||||||||||||||||||||||||||||||||||
| Earnings (loss) from mine operations | $ | 35,149 | $ | 41,945 | $ | (557) | $ | — | $ | 76,537 | $ | — | $ | 76,537 | ||||||||||||||||||||||||||||||
| Exploration and evaluation costs | 541 | 642 | — | 1,387 | 2,570 | 4,605 | 7,175 | |||||||||||||||||||||||||||||||||||||
Corporate administration costs | — | — | — | — | — | 9,481 | 9,481 | |||||||||||||||||||||||||||||||||||||
| Share-based compensation expenses | — | — | — | — | — | 826 | 826 | |||||||||||||||||||||||||||||||||||||
| Care and maintenance expenses | — | — | — | — | — | 6,029 | 6,029 | |||||||||||||||||||||||||||||||||||||
| Reclamation expense | — | — | — | — | — | 4,805 | 4,805 | |||||||||||||||||||||||||||||||||||||
| Other operating expenses | 144 | 4,593 | 584 | — | 5,321 | — | 5,321 | |||||||||||||||||||||||||||||||||||||
| Earnings (loss) from operations | $ | 34,464 | $ | 36,710 | $ | (1,141) | $ | (1,387) | $ | 68,646 | $ | 42,900 | ||||||||||||||||||||||||||||||||
| Gain on sale of Greenstone Property | (6,630) | (6,630) | ||||||||||||||||||||||||||||||||||||||||||
| Other non-operating income | (9,618) | (9,618) | ||||||||||||||||||||||||||||||||||||||||||
| Finance costs | 3,870 | 3,870 | ||||||||||||||||||||||||||||||||||||||||||
| Earnings before income tax | $ | 55,278 | ||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | 24,824 | 24,824 | ||||||||||||||||||||||||||||||||||||||||||
| Net earnings | $ | 30,454 | ||||||||||||||||||||||||||||||||||||||||||
| Additions to PP&E | $ | 11,920 | $ | 23,666 | $ | 32,406 | $ | 31 | $ | 68,023 | $ | 37 | $ | 68,060 | ||||||||||||||||||||||||||||||
24
Management’s
Discussion and
Analysis
For the Three Months Ended March 31, 2026 and 2025
This Management’s Discussion and Analysis (“MD&A”) has been prepared as of April 29, 2026 and is intended to provide a review of the financial position and results of operations of Centerra Gold Inc. (“Centerra” or the “Company”) for the three months ended March 31, 2026 in comparison with the corresponding period ended March 31, 2025. This discussion should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and the notes thereto for the three months ended March 31, 2026 and consolidated financial statements and notes thereto for the year ended December 31, 2025 prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) available at www.centerragold.com and on SEDAR+ (“SEDAR”) at www.sedarplus.ca and EDGAR at www.sec.gov/edgar. In addition, this discussion contains forward-looking information regarding Centerra’s business and operations. Such forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. See “Cautionary Statement on Forward- Looking Information” below. All dollar amounts are expressed in United States dollars (“USD”), except as otherwise indicated. All references in this document denoted with NG indicate a “specified financial measure” within the meaning of National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure of the Canadian Securities Administrators. None of these measures are standardized financial measures under IFRS and these measures may not be comparable to similar financial measures disclosed by other issuers. See section “Non-GAAP and Other Financial Measures” below for a discussion of the specified financial measures used in this document and a reconciliation to the most directly comparable IFRS measures.
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact contained or incorporated by reference in this document, which address events, results, outcomes or developments that the Company expects to occur are, or may be deemed to be, forward-looking information or forward-looking statements within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and the provisions for “safe harbor” under the United States Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates and projections as of the date of this document. 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. Forward-looking statements are generally, but not always, identified by the use of forward-looking terminology such as “aimed”, “anticipate”, “believe”, “beyond”, “commenced”, “continue”, “expect”, “extend”, “evaluate”, “finalizing”, “focused”, “forecast”, “goal”, “intend”, “in line”, “ongoing”, “optimistic”, “on track”, “plan”, “potential”, “preliminary”, “project”, “pursuing”, “target”, or “update”, or variations of such words and phrases and similar expressions or statements that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved or the negative connotation of such terms.
Such statements include, but may not be limited to: statements regarding 2026 guidance, outlook and expectations, including, but not limited to, production, costs, capital expenditures, life of mine, grade profiles, cash flow, care and maintenance, PP&E and reclamation costs, recoveries, processing, inflation, depreciation, depletion and amortization, taxes and annual royalty payments; the ability of the Company to finance the majority of expenditures and capital requirements from the cash flows provided by the Mount Milligan Mine and Öksüt Mine; exploration potential, budgets, focuses, programs, targets and projected exploration results; gold, copper and molybdenum prices; market conditions; the declaration, payment and sustainability of the Company’s dividends; the continuation of the Company’s normal course issuer bid (“NCIB”) and automatic share purchase plan and the timing, methods and quantity of any purchases of Shares under the NCIB; compliance with applicable laws and regulations pertaining to the NCIB; statements concerning the Company’s equity investment portfolio and its valuation; the availability of cash for repurchases of Common Shares under the NCIB; the timing of the resumption of operations at the Langeloth Metallurgical Facility following the temporary suspension in January 2026 and the financial or operational impact of such incident; the development and construction of Goldfield, including the timing of engineering completion, long-lead procurement and site establishment works; Goldfield’s life of mine, average annual production and costs including its initial capital costs and the expectation to fund this from the Company’s existing liquidity; the timing of construction, permitting and first production at Goldfield and the impact it would have on Centerra’s production profile, cash flow and value to shareholders; the ability for Goldfield to provide a streamlined, low-risk development path and the timing of first production; the ability of the Company to
deliver on the Mount Milligan Pre-Feasibility Study; the future success of Kemess and its ability to complement Mount Milligan as a cornerstone asset; the timing and results of the Kemess Pre-Feasibility Study; the ability of the existing infrastructure at Kemess to lower execution risk for the project and the possibility that any additional infrastructure will complement it; the timing of gold and copper production and sales at Mount Milligan and gold production and sales at Öksüt; the results and timing of the Life of Mine Optimization Study at Öksüt; the timing and capital required for the restart of Thompson Creek; royalty rates and taxes in Türkiye; financial hedges; and other statements that express management’s expectations or estimates of future plans and performance, operational, geological or financial results, estimates or amounts not yet determinable and assumptions of management.
The Company cautions that forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by the Company at the time of making such statements, are inherently subject to significant business, economic, technical, legal, geopolitical and competitive uncertainties and contingencies, which may prove to be incorrect. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements and undue reliance should not be placed on such statements and information.
Risk factors that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements in this document include, but are not limited to: (A) strategic, legal, planning and other risks, including: political risks associated with the Company’s operations in Türkiye, the USA and Canada; risks related to geopolitical instability, including ongoing conflicts in the Middle East and elsewhere, which may adversely affect global economic conditions, commodity prices, energy costs, supply chains and transportation routes; resource nationalism including the management of external stakeholder expectations; the impact of changes in, or to the more aggressive enforcement of, laws, government royalties, tariffs, regulations and government practices, including unjustified civil or criminal action against the Company, its affiliates, or its current or former employees; risks that community activism may result in increased contributory demands or business interruptions; the risks related to outstanding or potential litigation, tax audits, examinations and other administrative or regulatory proceedings affecting the Company; the risk of claims, investigations or proceedings arising from operational incidents, including potential third-party claims for personal injury, property damage or business interruption; the impact of any sanctions or tariffs imposed by Canada, the United States or other jurisdictions; potential defects of title in the Company’s properties that are not known as of the date hereof; risks relating to permitting and development of our projects, including tailings facilities, being consistent with the Company’s expectations as well as any potential regulatory or permitting risks arising out of Langeloth’s restart and commissioning; the inability of the Company and its subsidiaries to enforce their legal rights in certain circumstances; risks related to anti-corruption legislation; Centerra not being able to replace mineral reserves; Indigenous claims and consultative issues relating to the Company’s properties which are in proximity to Indigenous communities; and potential risks related to kidnapping or acts of terrorism; (B) risks relating to financial matters, including: sensitivity of the Company’s business to the volatility of gold, copper, molybdenum and other mineral prices; the use of provisionally-priced sales contracts for production at the Mount Milligan Mine; reliance on a few key customers for the gold-copper concentrate at the Mount Milligan Mine; use of commodity derivatives; the imprecision of the Company’s mineral reserves and resources estimates and the assumptions they rely on; the accuracy of the Company’s production and cost estimates; persistent inflationary pressures on key input prices; the impact of restrictive covenants in the Company’s credit facilities and in the Royal Gold Streaming Agreement which may, among other things, restrict the Company from pursuing certain business activities. including paying dividends or repurchasing shares under its NCIB, or making distributions from its subsidiaries; the Company’s ability to obtain future financing; sensitivity to fuel price volatility; the impact of global financial conditions; the impact of currency fluctuations; the effect of market conditions on the Company’s short-term investments and equity investment portfolio; the Company’s ability to make payments, including any payments of principal and interest on the Company’s debt facilities, which depends on the cash flow of its subsidiaries; the ability to obtain adequate insurance coverage; changes to taxation laws or royalty structures in the jurisdictions where the Company operates, and (C) risks related to operational matters and geotechnical issues and the Company’s continued ability to successfully manage such matters, including: unanticipated ground and water conditions; the stability of the pit walls at the Company’s operations leading to structural cave-ins, wall failures or rock-slides; the integrity of tailings storage facilities and the management thereof, including as to stability, compliance with laws, regulations, licenses and permits, controlling seepages and storage of water, where applicable; there being no significant disruptions affecting the activities of the Company whether due to extreme weather events or other related natural disasters, labour disruptions, supply disruptions, power
disruptions, damage to equipment or other force majeure events; the risk of having sufficient water to continue operations at the Mount Milligan Mine and achieve expected mill throughput; changes to, or delays in the Company’s supply chain and transportation routes, including cessation or disruption in rail and shipping networks, whether caused by decisions of third-party providers or force majeure events (including, but not limited to: labour action, flooding, landslides, seismic activity, wildfires, earthquakes, pandemics, or other global events such as wars); lower than expected ore grades or recovery rates; the success of the Company’s future exploration and development activities, including the financial and political risks inherent in carrying out exploration activities; inherent risks associated with the use of sodium cyanide in the mining operations; the adequacy of the Company’s insurance to mitigate operational and corporate risks; mechanical breakdowns, including the risk of further breakdowns, performance issues during the restart and commissioning of the Langeloth facility; the occurrence of any labour unrest or disturbance and the ability of the Company to successfully renegotiate collective agreements when required; the risk that Centerra’s workforce and operations may be exposed to widespread epidemic or pandemic; seismic activity, including earthquakes; wildfires; long lead-times required for equipment and supplies given the remote location of some of the Company’s operating properties and disruptions caused by global events; reliance on a limited number of suppliers for certain consumables, equipment and components; the ability of the Company to address physical and transition risks from climate change and sufficiently manage stakeholder expectations on climate-related issues; regulations regarding greenhouse gas emissions and climate change; significant volatility of molybdenum prices resulting in material working capital changes and unfavourable pressure on viability of the molybdenum business; the Company’s ability to accurately predict decommissioning and reclamation costs and the assumptions they rely upon; the Company’s ability to attract and retain qualified personnel; competition for mineral acquisition opportunities; risks associated with the conduct of joint ventures/partnerships; risk of cyber incidents such as cybercrime, malware or ransomware, data breaches, fines and penalties; and, the Company’s ability to manage its projects effectively and to mitigate the potential lack of availability of contractors, budget and timing overruns, and project resources.
There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. All of the forward-looking statements made in this document are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada and the United States including, but not limited to, those set out in the Company’s latest Annual Report on Form 40-F/Annual Information Form and Management’s Discussion and Analysis, each under the heading “Risk Factors”, which are available on SEDAR+ (www.sedarplus.ca) or on EDGAR (www.sec.gov/edgar). The foregoing should be reviewed in conjunction with the information, risk factors and assumptions found in this document.
The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether written or oral, or whether as a result of new information, future events or otherwise, except as required by applicable law.
TABLE OF CONTENTS
14 | |||||
Operations and Development Projects | |||||
28 | |||||
28 | |||||
28 | |||||
29 | |||||
Qualified Person & QA/QC | 35 | ||||
Overview
Centerra’s Business
Centerra is a Canadian based mining company focused on operating, developing, exploring, and acquiring gold and copper properties in North America, Türkiye, and other markets worldwide. Centerra’s principal operations are the Mount Milligan gold-copper mine located in British Columbia, Canada (the “Mount Milligan Mine”), and the Öksüt gold mine located in Türkiye (the “Öksüt Mine”). The Company also owns the Kemess project (the “Kemess Project”) in British Columbia, Canada, the Goldfield Project in Nevada, United States, as well as exploration properties in Canada, the United States of America (“USA”), and Türkiye. The Company also owns and operates a US Molybdenum Business Unit (“US Moly”), which includes the Langeloth metallurgical processing facility, operating in Pennsylvania, USA (the “Langeloth Facility”), and the Thompson Creek Mine in Idaho, USA. The Company also owns a separate molybdenum property, the Endako Mine (75% ownership) in British Columbia, Canada.
As at March 31, 2026, Centerra’s significant subsidiaries were as follows:
Legal Entity | Property - Location | Current Status | Ownership | ||||||||
Thompson Creek Metals Company Inc. | Mount Milligan Mine - Canada | Operation | 100% | ||||||||
| Endako Mine - Canada | Care and maintenance | 75% | |||||||||
Öksüt Madencilik A.S. | Öksüt Mine - Türkiye | Operation | 100% | ||||||||
Thompson Creek Mining Co. | Thompson Creek Mine - USA | Development | 100% | ||||||||
Langeloth Metallurgical Company LLC | Langeloth Facility - USA | Operation | 100% | ||||||||
| Gemfield Resources LLC | Goldfield Project - USA | Development | 100% | ||||||||
| AuRico Metals Inc. | Kemess Project - Canada | Exploration and evaluation | 100% | ||||||||
The Company’s common shares are listed on the Toronto Stock Exchange and the New York Stock Exchange and trade under the symbols “CG” and “CGAU”, respectively.
As at April 29, 2026, there are 198,595,055 common shares issued and outstanding, options to acquire 1,749,974 common shares outstanding under the Company’s stock option plan, and 690,979 restricted share units redeemable for common shares outstanding under the Company’s restricted share unit plan (redeemable on a 1:1 basis for common shares).
1
Overview of Consolidated Financial and Operating Highlights
| ($millions, except as noted) | Three months ended March 31, | |||||||||||||||||||
| 2026 | 2025 | % Change | ||||||||||||||||||
| Financial Highlights | ||||||||||||||||||||
| Revenue | 484.7 | 299.5 | 62 | % | ||||||||||||||||
| Production costs | 254.2 | 198.9 | 28 | % | ||||||||||||||||
| Depreciation, depletion, and amortization ("DDA") | 32.9 | 24.1 | 37 | % | ||||||||||||||||
| Earnings from mine operations | 197.6 | 76.5 | 158 | % | ||||||||||||||||
Net earnings | 79.4 | 30.5 | 160 | % | ||||||||||||||||
Adjusted net earnings(1) | 88.2 | 26.4 | 234 | % | ||||||||||||||||
Adjusted EBITDA(1) | 169.7 | 75.8 | 124 | % | ||||||||||||||||
| Cash provided by operating activities | 120.1 | 58.6 | 105 | % | ||||||||||||||||
Free cash flow(1) | 49.0 | 10.0 | 390 | % | ||||||||||||||||
| Additions to property, plant and equipment (“PP&E”) | 101.6 | 68.1 | 49 | % | ||||||||||||||||
Capital expenditures - total(1) | 69.4 | 46.9 | 48 | % | ||||||||||||||||
Sustaining capital expenditures(1) | 12.6 | 18.0 | (30) | % | ||||||||||||||||
Non-sustaining capital expenditures(1) | 56.8 | 28.9 | 97 | % | ||||||||||||||||
Net earnings per common share - $/share basic(2) | 0.40 | 0.15 | 167 | % | ||||||||||||||||
Adjusted net earnings per common share - $/share basic(1)(2) | 0.44 | 0.13 | 238 | % | ||||||||||||||||
| Operating highlights | ||||||||||||||||||||
| Gold produced (oz) | 68,001 | 59,379 | 15 | % | ||||||||||||||||
| Gold sold (oz) | 72,935 | 61,132 | 19 | % | ||||||||||||||||
| Average market gold price ($/oz) | 4,875 | 2,860 | 70 | % | ||||||||||||||||
Average realized gold price ($/oz )(3) | 4,172 | 2,554 | 63 | % | ||||||||||||||||
| Copper produced (000s lbs) | 14,151 | 11,647 | 21 | % | ||||||||||||||||
| Copper sold (000s lbs) | 14,872 | 12,141 | 22 | % | ||||||||||||||||
| Average market copper price ($/lb) | 5.83 | 4.24 | 38 | % | ||||||||||||||||
Average realized copper price ($/lb)(3) | 4.48 | 3.80 | 18 | % | ||||||||||||||||
Molybdenum roasted (000 lbs) | 1,285 | 3,034 | (58) | % | ||||||||||||||||
| Molybdenum sold (000s lbs) | 3,707 | 4,244 | (13) | % | ||||||||||||||||
| Average market molybdenum price ($/lb) | 25.73 | 20.53 | 25 | % | ||||||||||||||||
Average realized molybdenum price ($/lb)(3) | 26.11 | 21.59 | 21 | % | ||||||||||||||||
| Unit costs | ||||||||||||||||||||
Gold production costs ($/oz)(4) | 1,649 | 1,271 | 30 | % | ||||||||||||||||
All-in sustaining costs on a by-product basis ($/oz)(1)(4) | 1,705 | 1,491 | 14 | % | ||||||||||||||||
Gold - All-in sustaining costs on a co-product basis ($/oz)(1)(4) | 2,121 | 1,742 | 22 | % | ||||||||||||||||
Copper production costs ($/lb)(4) | 2.23 | 2.23 | 0 | % | ||||||||||||||||
Copper - All-in sustaining costs on a co-product basis ($/lb)(1)(4) | 2.44 | 2.54 | (4) | % | ||||||||||||||||
(1)Non-GAAP financial measure. See discussion under “Non-GAAP and Other Financial Measures”.
(2)As at March 31, 2026, the Company had 199,016,241 common shares issued and outstanding.
(3)This supplementary financial measure within the meaning of National Instrument 52-112 - Non-GAAP and Other Financial Measures Disclosure (“NI 51-112”) is calculated as a ratio of revenue from the consolidated financial statements and units of metal sold and includes the impact from the Mount Milligan Streaming Agreement (defined below), copper hedges and mark-to-market adjustments on metal sold not yet finally settled.
(4)All per unit costs metrics are expressed on a metal sold basis.
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Overview of Consolidated Results
First Quarter 2026 compared to First Quarter 2025
Net earnings of $79.4 million were recognized in the first quarter of 2026, compared to net earnings of $30.5 million in the first quarter of 2025. The increase in net earnings was primarily due to:
•higher earnings from mine operations of $197.6 million recognized in the first quarter of 2026 compared to $76.5 million in the first quarter of 2025. The increase in earnings from mine operations was primarily due to higher ounces of gold sold and higher average realized gold prices at the Öksüt Mine and higher average realized gold and copper prices and higher copper pounds sold at the Mount Milligan Mine. The increase was partially offset by higher royalty costs at the Öksüt Mine and lower gold ounces sold and higher production costs at the Mount Milligan Mine; and
•higher unrealized gain of $16.1 million that was recognized in the first quarter of 2026 compared to $6.6 million in the first quarter of 2025 on the re-measurement of the amount due from Equinox Gold Corp. (“Equinox Gold”) in relation to the sale of Centerra’s 50% interest in the Greenstone Gold Mines Partnership (“Greenstone Partnership”) in 2021, reflecting updated gold price assumptions related to the final portion of contingent consideration owing to the Company from Equinox Gold.
The increase in net earnings was partially offset by:
•higher other operating expenses of $48.3 million in the first quarter of 2026 compared to other operating expenses of $5.3 million in the first quarter of 2025. The increase in the other operating expenses is primarily attributable to an unrealized loss of $38.5 million on the financial asset related an agreement with RGLD Gold AG (together with Royal Gold, Inc., “Royal Gold”) dated February 13, 2024 to increase cash payments for the Mount Milligan Mine’s gold and copper delivered to Royal Gold based on the delivery of certain threshold amounts from shipments occurring after January 1, 2024 (“Additional Royal Gold Agreement”);
•higher share-based compensation expenses of $11.7 million recognized in the first quarter of 2026 compared to $0.8 million in the first quarter of 2025. The increase in share-based compensation expenses is primarily due to a higher share price; and
•higher income tax expense of $53.2 million recognized in the first quarter of 2026 compared to income tax expense of $24.8 million in the first quarter of 2025, attributable to a drawdown on deferred income tax assets related to earnings at the Mount Milligan Mine, and higher income tax expense resulting from an increase in taxable income and higher withholding tax at the Öksüt Mine.
Adjusted net earningsNG of $88.2 million were recognized in the first quarter of 2026, compared to adjusted net earningsNG of $26.4 million in the first quarter of 2025. As discussed above, the increase in adjusted net earningsNG was primarily due to higher earnings from mine operations, partially offset by higher income tax expense and higher share-based compensation expenses.
The main adjusting items to net earnings, net of tax, in the first quarter of 2026 were:
•$24.5 million of unrealized loss, on the financial asset related to the Additional Royal Gold Agreement; and
•$16.1 million of unrealized gain on the re-measurement of the amount due related to the sale of the Company’s interest in the Greenstone Partnership in 2021;
The main adjusting items to net earnings, net of tax, in the first quarter of 2025 were:
•$6.6 million of an incremental gain on the sale of Greenstone Partnership; and
•$4.8 million of reclamation provision revaluation expense.
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Cash provided by operating activities was $120.1 million in the first quarter of 2026, compared to $58.6 million in the first quarter of 2025. The increase was primarily attributable to $121.1 million higher earnings from mine operations as discussed above, a $34.5 million favourable working capital movement at the Mount Milligan Mine related to timing of sales and cash collection from shipments, partially offset by $22.6 million higher cash taxes paid at the Öksüt Mine and $74.9 million unfavourable working capital movement at the Langeloth Facility mostly due to inventory build-up as a result of the temporary suspension of roasting operations.
Free cash flowNG of $49.0 million was recognized in the first quarter of 2026, compared to free cash flowNG of $10.0 million in the first quarter of 2025. The increase in free cash flowNG was primarily due to higher cash provided by operating activities as outlined above, partially offset by higher property, plant and equipment additions primarily related to a $15.0 million increase in capital spending at the Thompson Creek Mine, timing of capital spending at the Mount Milligan Mine and $6.6 million of capital spending at the Goldfield Project.
Recent Events and Developments
Incident at the Langeloth Facility
On January 29, 2026, Centerra temporarily suspended operations at the Langeloth Facility near Pittsburgh, Pennsylvania following an explosion adjacent to the acid plant. No fatalities, serious injuries or significant environmental releases were reported. The Company has conducted a thorough investigation together with local agencies and regulatory authorities to determine the root cause of the incident and identify areas that required repairs. The impact was deemed to be contained to an area of the site near the acid plant and repair activities were undertaken, with certain permanent infrastructure work planned for completion later in 2026. Total repairs costs and capital expendituresNG in 2026 necessary to restore the acid plant to its intended state are expected to be in the range of $5 to $10 million, with $1.9 million incurred during the first quarter of 2026, with the balance expected to be spent over the course of the year.
Due to the temporary suspension of the acid plant, the Langeloth Facility was unable to utilize its roasters to roast molybdenum concentrates into molybdenum products but concentrates continued to be delivered at site due to contractual obligations of the Langeloth Facility. As a result, the Company increased the purchase of molybdenum products in order to continue fulfilling a portion of customer orders and to continue to produce certain molybdenum finished products. The inventory build-up and higher molybdenum prices during the period resulted in an increase in working capital investment of $72.7 million at the Langeloth Facility. This investment is not expected to unwind in the near term as the Company anticipates maintaining elevated inventory levels to support future ramp-up in production levels as part of its commercial optimization strategy at the Langeloth Facility.
In April 2026, roasting operations of molybdenum concentrates have provisionally resumed. During the restart, the Company identified items requiring additional testing and validation, which is typical of bringing a processing facility back to stable operations, and commissioning remains in progress. The Company is closely monitoring commissioning activities to ensure operations safety and stability.
Restart of the Thompson Creek Mine and Strategic Plan for the Molybdenum BU
On September 12, 2024, Centerra announced the results of the Thompson Creek Mine feasibility study (“TCM FS”), including a strategic, integrated business plan for its US Molybdenum BU (“US Moly”) consisting of a restart of the Thompson Creek Mine and a commercially optimized plan for the Langeloth Facility. Following the completion of a feasibility study and commercial optimization plan, the Board approved the full restart of operations at the Thompson Creek Mine and a progressive ramp-up of production at the Langeloth Facility. Molybdenum is a strategic mineral with demand increasing globally for uses in production of engineered and stainless steel. Molybdenum’s chemical properties provide added strength and corrosion resistance which are used in high-performance applications throughout the energy, defense, aerospace and infrastructure industries.
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The capital investment to restart the Thompson Creek Mine is currently in the estimated range of $425 to $450 million, of which $204.6 million has been spent to date. The capital required is significantly de-risked due to an existing pit, advanced equipment rebuilds and purchases, and an existing process plant that requires modest upgrades and refurbishments. A majority of the anticipated capital expenditures is focused on capitalized stripping, plant refurbishments and mine mobile fleet upgrades. At current metal prices, the capital investment to restart the Thompson Creek Mine is being internally funded largely from cash flows generated by the Mount Milligan Mine and the Öksüt Mine.
First Quarter 2026 Highlights of Restart Activities
Since the restart decision in September 2024, the Thompson Creek Mine achieved approximately 38% of physical infrastructure completion status with advancements in fabrication of critical components, site preparation, conveyor refurbishment, leach area and structural repairs, cyclone relining, motor and gearbox refurbishment and control system upgrades. Separately, the Company advanced pre-stripping activities, mine equipment refurbishments and purchases, construction of the local housing units, engineering studies, early mill works including demolition and procurement, and development of other site infrastructure.
The key milestones completed in the first quarter of 2026 include:
•Pre-stripping operations continued with 9.3 million tons moved, keeping the pre-stripping program on schedule ahead of first ore;
•Commissioning of an additional shovel was completed, with associated operator and crew training finalized;
•A large portion of scheduled mining equipment maintenance activities were completed to improve equipment availability and optimize operating costs for the remainder of the year;
•Refurbishment of motors, gearboxes, and other critical mechanical components continued, including shipment of shafts and cores off site;
•Fabrication and inspection of long‑lead equipment progressed, with deliveries initiated to support installation and commissioning schedules;
•Ready-to-ship dates for major long-lead items, including the Jameson Cell, flotation cells, thickener, and electrical house remained aligned with the installation sequence; and
•TSF installation bidding advanced, which covers tailings pump station, re-cyclone station, and pipeline distribution.
The project schedule remains on track for first production mid-2027, consistent with the feasibility study.
In the first quarter of 2026, the Company incurred non-sustaining capital expendituresNG of $40.8 million at the Thompson Creek Mine.
Goldfield Project Construction Decision
On August 6, 2025, Centerra completed a technical study for the Goldfield Project outlining attractive economics resulting in a planned mine life of approximately seven years, total gold production of 533,000 ounces at an average head grade of 0.66 g/t, average annual production of 100,000 ounces from 2029 to 2032, and average production costs of $1,077 per ounce, with first production expected by the end of 2028. Following additional technical work and project optimization, the Board approved construction of the project in August 2025, with initial capital of $252 million to be funded from existing liquidity.
In the first quarter of 2026, the Company continues to focus on key project milestones such as detailed engineering and site establishment. Total non-sustaining capital expendituresNG in the first quarter of 2026 were $6.6 million.
Mount Milligan Mine Royalty
The Company is subject of a claim made by H.R.S. Resources Corp. (“H.R.S.”), the holder of a 2% royalty at
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Mount Milligan, in the first quarter of 2020. H.R.S. claimed that since November 2016 (when the royalty became payable) the Company has incorrectly calculated amounts payable under the royalty agreement and has therefore underpaid amounts owing to H.R.S.
The B.C. Court of Appeal rendered a written decision on January 13, 2026, which determined that the Company should be calculating the royalty on the full amounts received from offtakers who purchase Mount Milligan concentrate, notwithstanding that under the Royal Gold Streaming Agreement, we are immediately required to use a portion of those proceeds to purchase gold and copper credits for delivery to Royal Gold. This decision overturned a previously written decision from the B.C. Supreme Court that stated, among other things, that the Company was correct to include the effect of the Royal Gold Streaming Agreement when calculating the royalty. The Company sought leave to appeal from the Supreme Court of Canada and is awaiting a decision. In the first quarter of 2026, the Company paid approximately $22.4 million to H.R.S. pursuant to the B.C. Court of Appeal decision, which was previously accrued as at December 31, 2025 and will make future royalty payments on that basis. If that appeal to the Supreme Court of Canada is successful, the Company may be entitled to recover some or all of the amounts paid to H.R.S. and revert to the previous royalty calculation.
Normal Course Issuer Bid
On November 10, 2025, the Company announced that it had received approval from the Toronto Stock Exchange (“TSX”) to renew its NCIB program. Under the renewed NCIB, Centerra may purchase for cancellation up to an aggregate of 20,129,230 common shares in the capital of the Company during the twelve-month period commencing on November 10, 2025 and ending on November 9, 2026, representing approximately 10% of the public float.
During the first quarter of 2026, the Company repurchased 1,253,900 common shares for a total consideration of $22.5 million (C$30.8 million) under its NCIB program.
As of March 31, 2026, Centerra has repurchased 25,138,346 shares since the inception of the buyback program.
Executive Management Changes
During the first quarter of 2026, the Company announced the appointment of Mike Sylvestre as the interim Chief Operating Officer, effective March 30, 2026.
Exploration and Project Evaluation Update
Exploration activities during the quarter included drilling, surface rock and soil sampling, geological mapping, and geophysical surveying at the Company’s various projects and earn-in properties, targeting gold and copper mineralization in Canada, Türkiye, and the USA. The activities were primarily focused at the Mount Milligan Mine in British Columbia, Goldfield Project in Nevada, Öksüt Mine in Türkiye, and greenfield projects in the USA and Türkiye. Project evaluation expenditures were primarily focused on the Goldfield Project in Nevada and Kemess Project in British Columbia.
Öksüt Mine
At Öksüt, the Life of Mine Optimization study was initiated at the beginning of the year to assess the potential for any resource additions to extend the life of the Öksüt Mine. A 3-stage prospectivity work program has been initiated. This program includes Centerra in-house prospectivity review work, an external review of all previous exploration work carried out on the property, and the use of artificial intelligence tools to generate prospectivity maps.
2026 Outlook
The Company’s 2026 outlook, previously disclosed in the MD&A for the year ended December 31, 2025, filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar, is unchanged (other than non-cash
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additions to PP&E).
The Company’s full year 2026 outlook, and comparative actual results for the three months ended March 31, 2026 of certain operating metrics are set out in the sections below. The Company notes that the ongoing shifts and uncertainty around the conflict in the Middle East and volatility of fuel prices may have an impact on the results of the Company’s operations in 2026, but at present these impacts are not expected to be material at the consolidated level.
Gold and Copper Assets
| Units | 2026 Guidance | Three Months Ended March 31, 2026 | |||||||||||||||||||||
| Production | |||||||||||||||||||||||
Total gold production(1) | (koz) | 250 | - | 280 | 68 | ||||||||||||||||||
Mount Milligan Mine(2)(3)(4) | (koz) | 140 | - | 155 | 30 | ||||||||||||||||||
| Öksüt Mine | (koz) | 110 | - | 125 | 38 | ||||||||||||||||||
Total copper production(2)(3)(4) | (Mlb) | 50 | - | 60 | 14 | ||||||||||||||||||
Unit Costs(5) | |||||||||||||||||||||||
Gold production costs(1) | ($/oz) | 1,500 | - | 1,600 | 1,649 | ||||||||||||||||||
Mount Milligan Mine(2) | ($/oz) | 1,450 | - | 1,550 | 1,762 | ||||||||||||||||||
| Öksüt Mine | ($/oz) | 1,650 | - | 1,750 | 1,547 | ||||||||||||||||||
All-in sustaining costs on a by-product basisNG(1)(4) | ($/oz) | 1,650 | - | 1,750 | 1,705 | ||||||||||||||||||
Mount Milligan Mine(4) | ($/oz) | 1,200 | - | 1,300 | 1,060 | ||||||||||||||||||
| Öksüt Mine | ($/oz) | 1,850 | - | 1,950 | 1,653 | ||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||
Additions to PP&E | ($M) | 175 | - | 220 | 44.5 | ||||||||||||||||||
| Mount Milligan Mine | ($M) | 130 | - | 150 | 33.1 | ||||||||||||||||||
| Öksüt Mine | ($M) | 10 | - | 20 | 3.2 | ||||||||||||||||||
Goldfield Project | ($M) | 30 | - | 40 | 6.6 | ||||||||||||||||||
Kemess Project | ($M) | 5 | - | 10 | 1.6 | ||||||||||||||||||
Total Capital ExpendituresNG | ($M) | 155 | - | 200 | 28.3 | ||||||||||||||||||
Sustaining Capital ExpendituresNG | ($M) | 85 | - | 105 | 12.3 | ||||||||||||||||||
| Mount Milligan Mine | ($M) | 80 | - | 90 | 10.8 | ||||||||||||||||||
| Öksüt Mine | ($M) | 5 | - | 15 | 1.5 | ||||||||||||||||||
Non-sustaining Capital ExpendituresNG | ($M) | 70 | - | 95 | 16.0 | ||||||||||||||||||
| Mount Milligan Mine | ($M) | 35 | - | 45 | 7.8 | ||||||||||||||||||
Goldfield Project | ($M) | 30 | - | 40 | 6.6 | ||||||||||||||||||
Kemess Project | ($M) | 5 | - | 10 | 1.6 | ||||||||||||||||||
Other Items | |||||||||||||||||||||||
Current income tax and BC mineral tax expense(1) | ($M) | 111 | - | 133 | 51.3 | ||||||||||||||||||
| Mount Milligan Mine | ($M) | 6 | - | 8 | 3.9 | ||||||||||||||||||
| Öksüt Mine | ($M) | 105 | - | 125 | 47.3 | ||||||||||||||||||
Depreciation, depletion and amortization | ($M) | 90 | - | 110 | 31.8 | ||||||||||||||||||
| Mount Milligan Mine | ($M) | 40 | - | 50 | 15.5 | ||||||||||||||||||
| Öksüt Mine | ($M) | 50 | - | 60 | 16.3 | ||||||||||||||||||
Evaluation Costs | ($M) | 18 | - | 25 | 3.8 | ||||||||||||||||||
Care and Maintenance - Kemess Project | ($M) | 13 | - | 15 | 3.4 | ||||||||||||||||||
1.Consolidated Centerra figures.
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2.The Mount Milligan Mine is subject to an arrangement with Royal Gold which entitles Royal Gold to purchase 35% and 18.75% of gold and copper produced, respectively, and requires Royal Gold to pay $435 per ounce of gold and 15% of the spot price per metric tonne of copper delivered (“Mount Milligan Mine Streaming Agreement”). Using assumed market prices of $4,500 per ounce of gold and $5.00 per pound of copper for 2026, the Mount Milligan Mine’s average realized gold and copper price for 2026 would be $3,077 per ounce and $4.20 per pound, respectively, compared to average realized prices of $2,608 per ounce and $3.96 per pound in 2025, when factoring in the Mount Milligan Streaming Agreement and concentrate refining and treatment costs.
3.Gold production for 2026 at the Mount Milligan Mine assumes estimated recoveries of 60% to 62% and compares to actual gold recovery of 62.8% achieved in Q1 2026. Copper production for 2026 assumes recovery 75% to 77% for copper and compares to actual copper recovery of 73.7% achieved in Q1 2026.
4.Unit costs include a credit for forecasted copper sales treated as by-product for all-in sustaining costsNG. Production for copper and gold reflects estimated metallurgical losses resulting from handling of the concentrate and metal deductions levied by smelters.
5.Units noted as ($/oz) relate to gold ounces.
Production Profile
In the three months ended March 31, 2026, the Company reported consolidated gold and copper production of 68,001 ounces of gold and 14.2 million pounds of copper, respectively. Centerra’s 2026 consolidated gold production is projected to be between 250,000 to 280,000 ounces with 2026 copper production expected to be between 50 to 60 million pounds.
Mount Milligan Mine
In the three months ended March 31, 2026, the Mount Milligan Mine produced 29,572 ounces of gold and 14.2 million pounds of copper. In 2026, the Mount Milligan Mine’s gold production guidance is projected to be between 140,000 to 155,000 ounces and copper production guidance is projected to be between 50 to 60 million pounds. In 2026, mill throughput, gold grades, and copper grades are expected to be similar to those in 2025 and in line with the MTM PFS. The Mount Milligan plant completed a scheduled major shutdown in the first quarter of 2026 and is scheduled to have another shutdown in the third quarter of 2026 for the relining of the SAG and one ball mill. After producing 20% of expected full-year gold production in the first quarter of 2026 as previously guided, gold production and sales are expected to be higher in the second and third quarters of 2026, reflecting planned mine sequencing. Copper production and sales are expected to be evenly weighted throughout 2026. Sales and monetization of gold ounces and copper pounds are dependent on the timing of ocean vessels and may result in some timing differences between produced and sold quantities.
Öksüt Mine
In the three months ended March 31, 2026, the Öksüt Mine produced 38,429 ounces of gold, higher quarterly production than anticipated as a result of strong grades. Production for the remainder of the year is expected to return to the quarterly cadence aligned with meeting the projected guidance between 110,000 and 125,000 ounces of gold for the Öksüt Mine. Ore mined in 2026 is planned to be sourced from phase 5 and phase 6 of the Keltepe Pit, and gold sales are expected to closely follow gold production and be relatively evenly distributed throughout the remainder of 2026.
Cost Profile
In the three months ended March 31, 2026, the Company’s consolidated gold production costs amounted to $1,649 per ounce. In 2026, the Company anticipates its consolidated gold production costs to range from $1,500 to $1,600 per ounce. In addition to lower gold production at the Mount Milligan Mine in the first quarter, the higher gold production cost per ounce is a result of an increased royalty cost at the Öksüt Mine, driven by higher gold prices. The Company expects that higher production levels at Mount Milligan in the second and third quarters of 2026 will bring full year consolidated gold production costs within the guidance range.
Consolidated all-in sustaining costs on a by-product basisNG were $1,705 per ounce in the three months ended March 31, 2026. In 2026, the Company expects its consolidated all-in sustaining costs on a by-product basisNG to be in the range of $1,650 to $1,750 per ounce. Consolidated all-in sustaining costs on a by-product basisNG in 2026 are driven by increased expected royalty costs at the Öksüt Mine which are more than offset by higher expected by-product credits at the Mount Milligan Mine driven by copper and silver prices.
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Mount Milligan Mine
In the three months ended March 31, 2026, the Mount Milligan Mine reported gold production costs of $1,762 per ounce. The increase in the gold production costs per ounce in the first quarter of 2026 was anticipated, largely due to lower gold production, but was also impacted by higher processing costs from additional maintenance activities. The gold production costs at the Mount Milligan Mine were not significantly impacted by the rising global fuel prices during the first quarter of 2026. In 2026, the Company anticipates the Mount Milligan Mine’s gold production cost guidance to be in the range of $1,450 to $1,550 per ounce as gold production is estimated to be higher in subsequent quarters as noted above.
Copper production costs at the Mount Milligan Mine were $2.23 per pound in the three months ended March 31, 2026. In 2026, copper production costs are projected to be in the range of $2.00 to $2.50 per pound.
At the Mount Milligan Mine, all-in sustaining costs on a by-product basisNG were $1,060 per ounce in the three months ended March 31, 2026, driven by increased copper and silver by-product credits. In 2026, the Mount Milligan Mine’s all-in sustaining costs on a by-product basisNG are expected to range from $1,200 to $1,300 per ounce because the first quarter had the lowest anticipated quarterly spend on capital expendituresNG in 2026 and no changes have been made on assumed copper and silver market prices through 2026.
Öksüt Mine
In the three months ended March 31, 2026, the Öksüt Mine reported gold production costs of $1,547 per ounce. Lower gold production costs per ounce in the first quarter of 2026 were driven by stronger than anticipated gold production. In 2026, the Company estimates the Öksüt Mine’s gold production costs to be in the range of $1,650 to $1,750 per ounce, with royalty costs expected to constitute between $650 to $750 per ounce of this cost (at an assumed market gold price of $4,500 per ounce).
The Öksüt Mine’s all-in sustaining costs on a by-product basisNG were $1,653 per ounce in the three months ended March 31, 2026. In 2026, the Company expects the Öksüt Mine’s full year all-in sustaining costs on a by-product basisNG to be in the range of $1,850 to $1,950 per ounce, as quarterly production is expected to be lower, consistent with original guidance.
Capital Expenditures
Additions to Property, Plant and Equipment (“PP&E”) include certain non-cash additions to PP&E such as changes in future reclamation costs and capitalization of leases. Capital expendituresNG, which comprise sustaining capital expendituresNG and non-sustaining capital expendituresNG, exclude such non-cash additions to PP&E. The reconciliation of additions to PP&E and capital expendituresNG is included in the Non-GAAP and Other Financial Measures section of this MD&A.
In the three months ended March 31, 2026, consolidated additions to PP&E for gold and copper assets were $44.5 million and total capital expendituresNG for these assets were $28.3 million. In 2026, consolidated additions to PP&E are expected to be in the range of $175 million to $220 million and total capital expendituresNG in the range of $155 to $200 million for the gold and copper asset portfolio. Planned capital expendituresNG of note in 2026 include water management projects and buttress foundation construction at the Mount Milligan Mine as well as initial construction activities at the Goldfield Project. The majority of these costs are expected to be incurred in the second and third quarters of 2026.
The Mount Milligan Mine’s additions to PP&E in 2026 were $33.1 million and total capital expendituresNG were $18.6 million. The difference between additions to PP&E and capital expendituresNG was mainly due to costs capitalized into Right-of-Use (“ROU”) assets of $15.4 million and a change to future reclamation costs of $1.1 million. In 2026, the Mount Milligan Mine is forecasted to have additions to PP&E in the range from $130 million to $150 million and total capital expendituresNG from $115 to $135 million. Total capital expendituresNG include sustaining capital expendituresNG in the range of $80 to $90 million and non-sustaining capital expendituresNG in the range of $35 to $45 million. Non-sustaining capital expendituresNG planned for 2026 include purchases of additional mining equipment to increase tonnes moved, maintenance shop expansion to
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accommodate the increased fleet, buttress foundation construction to allow for the successive tailings dam buttress raises over the course of the remaining life of the existing TSF, and exploration costs to continue testing for potential resource expansion to the west. A portion of the 2026 sustaining capital expendituresNG relates to capitalized TSF construction costs in the range of $25 to $30 million with the remaining sustaining capital expendituresNG largely related to water management projects to sustain water access and availability and major component replacements within the operating fleet. Total capital expendituresNG remain in line with the MTM PFS with the exception of increased capital expendituresNG related to water management projects and buttress foundation construction as mentioned above.
The Öksüt Mine’s additions to PP&E in the three months ended March 31, 2026 were $3.2 million and total capital expendituresNG were $1.5 million. The difference between additions to PP&E and capital expendituresNG was mainly due to a change in future reclamation costs of $1.5 million and the costs capitalized to right of use assets of $0.2 million. Additions to PP&E and total sustaining capital expendituresNG are expected to be low in 2026, in the range of $10 million to $20 million and $5 to $15 million, respectively, reflecting ongoing support of production facilities.
In the three months ended March 31, 2026, the Goldfield Project additions to PP&E and total capital expendituresNG were $6.6 million. In 2026, the Goldfield Project is expecting additions to PP&E and non-sustaining capital expendituresNG to be in the range of $30 to $40 million as the Company started to execute on its plan to build the project. The 2026 capital expendituresNG program primarily relates to advancing detailed engineering work, long-lead procurement activities, initial site general earthworks and power line construction. As outlined in the technical study, the Goldfield Project is expected to require an investment of approximately $252 million in total non-sustaining capital expendituresNG before first production, which is expected to occur by the end of 2028.
There were $1.6 million in additions to PP&E and non-sustaining capital expendituresNG for the Kemess Project in the three months ended March 31, 2026. In 2026, the Kemess Project is expecting additions to PP&E and total capital expendituresNG to be in the range of $5 to $10 million. The 2026 capital expendituresNG program primarily relates to costs needed to restart the water treatment plant and early works around the camp infrastructure. As the Kemess Project remains focused on project evaluation activities, the majority of the costs are expensed and recorded within exploration and evaluation or care and maintenance as further outlined below.
Depreciation, Depletion and Amortization
In the three months ended March 31, 2026, the Company’s DDA expense included in the cost of sales for gold and copper producing assets was $31.8 million. The Öksüt Mine’s DDA expense over this period was $16.3 million and the Mount Milligan Mine’s DDA expense was $15.5 million. In 2026, the Company estimates DDA expense to be in the range of $90 to $110 million, including $50 to $60 million at the Öksüt Mine and $40 to $50 million at the Mount Milligan Mine.
Current Taxes and Tax Payments
The Mount Milligan Mine’s current British Columbia mineral tax expense in the three months ended March 31, 2026 was $3.9 million and the cash taxes paid were $1.5 million. The difference between current tax expense and cash taxes paid is due to timing of tax payments. In 2026, Mount Milligan Mine’s current British Columbia mineral tax expense and tax payments are each expected to be in the range of $6 to $8 million.
The Öksüt Mine’s current income tax expense in the three months ended March 31, 2026 was $47.3 million, including a withholding tax of $9.6 million on the repatriation of Öksüt Mine’s earnings. Total cash taxes paid by the Öksüt Mine in the three months ended March 31, 2026 were $22.6 million, including withholding tax of $6.8 million on the repatriation of Öksüt Mine’s earnings. The difference between current tax expense and cash taxes paid is due to timing of tax payments. In 2026, the Öksüt Mine income tax expense is expected to be in the range of $105 to $125 million and is primarily driven by higher gold prices. The Öksüt Mine income tax expense reflects a 25% income tax rate on taxable income and withholding tax on repatriation of a portion of the Öksüt Mine’s retained earnings in 2025.
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Kemess Project costs (excluding capital expendituresNG outlined above)
The work program at the Kemess Project continues to be focused on project evaluation activities including resource in-fill and exploration drilling as well as technical studies. In the three months ended March 31, 2026, the Kemess Project’s expenditures amounted to $4.1 million, comprised of $3.4 million for care and maintenance costs and $0.7 million related to technical studies focused on the pre-feasibility study (“Kemess PFS”).
In 2026, the Kemess Project’s expenditures are projected to be in the range of $13 to $15 million on care and maintenance, $5 to $7 million on exploration drilling, and $17 to $23 million on technical studies related to the PFS expected to be issued in 2027 (included in the Evaluation Costs). The Company continues to evaluate concepts for the property as provided in the results of the Preliminary Economic Assessment (“Kemess PEA”) released on January 19, 2026.
US Moly
| Units | 2026 Guidance | Three Months Ended March 31, 2026 | |||||||||||||||
| Capital Expenditures | |||||||||||||||||
| Additions to PP&E | ($M) | 205 | - | 235 | 56.7 | ||||||||||||
| Thompson Creek Mine | ($M) | 205 | - | 235 | 56.7 | ||||||||||||
Total capital expendituresNG | ($M) | 190 | - | 220 | 40.8 | ||||||||||||
Non-sustaining capital expendituresNG - Thompson Creek Mine | ($M) | 190 | - | 220 | 40.8 | ||||||||||||
Thompson Creek Mine
The Thompson Creek Mine’s additions to PP&E and total capital expendituresNG in the first quarter of 2026 were $56.7 million and $40.8 million, respectively. The difference between additions to PP&E and capital expendituresNG was mainly due to capitalized ROU assets of $11.9 million and capitalized DDA of $4.1 million.
Since the restart decision in September 2024, non-sustaining capital expendituresNG have totaled $204.6 million including capitalized stripping costs of $106.6 million, equipment refurbishments and capital equipment purchases of $39.9 million, mill refurbishments, mill engineering studies and TSF engineering costs of $29.6 million and other capitalized costs of $28.5 million.
In 2026, the Thompson Creek Mine’s additions to PP&E are expected to be in the range of $205 to $235 million (inclusive of capitalized DDA) and total capital expendituresNG are expected to be in the range of $190 to $220 million. The Thompson Creek Mine is focused on the following major deliverables:
•Advance ore access and begin contract mining activities at the north wall to de-risk execution of first production in 2027.
•Maintain high utilization of an additional production shovel to increase tons moved and perform mobilizing of a mining contractor in certain mining areas to de-risk execution of the mine plan.
•Substantially complete mill construction and transition to commissioning readiness.
•Progress tailings and water‑management infrastructure to support start‑up, including the tailings dam rock toe buttress construction and tie-in works to de-risk the operation.
•Ramp up of operating and commissioning teams and staff critical roles, specifically in the mill area.
•Deliver housing and priority site infrastructure to support workforce growth and de‑risk start‑up.
•Finalize operations‑readiness and continue training, procedures, and cross‑functional coordination.
•Maintain the schedule targeting majority of overall construction completion, with commissioning to follow in 2027.
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The Company expects the total project spending will be in the range of $425 to $450 million. The project remains on track for first production expected mid-2027.
The Company estimates that the majority of costs at the Thompson Creek Mine will relate to goods and services sourced domestically within the United States and, as such, does not anticipate a material impact from import tariffs at this time. The Company has continued a diesel hedging program at the Thompson Creek Mine in order to manage the risk associated with changes in fuel prices. The Company does not expect material impact from the rise of global fuel prices.
Langeloth Facility
In the three months ended March 31, 2026, the Langeloth Facility roasted and sold 1.3 million and 3.7 million pounds of molybdenum, respectively. Following the incident in January 2026 and the temporary shutdown of the acid plant, the Company was unable to utilize its roasters. In April 2026, roasting operations of molybdenum concentrates have provisionally resumed and commissioning remains in progress. The Company expects to publish operating outlook for 2026 with its second quarter 2026 results.
In the three months ended March 31, 2026, Langeloth Facility’s loss from operations was $3.7 million, including DDA of $1.1 million, and adjusted EBITDANG was negative $2.7 million. Following the incident, the Company focused on the safe restart of Langeloth’s molybdenum roasting operations, including the demolition of the incident area and completion of temporary system installations at the acid plant. Total repairs costs and capital expendituresNG in 2026 necessary to restore the facility to its intended state are expected to be in the range of $5 to $10 million, with $1.9 million incurred during the first quarter, with the balance expected to be spent over the course of the year. The Company expects to publish financial outlook for 2026 with its second quarter 2026 results.
In the first three months ended March 31, 2026, the cash used by operations at the Langeloth Facility was primarily driven by changes in working capital. The working capital requirements at the Langeloth Facility are highly dependent on market molybdenum prices. A $5 per pound change in molybdenum price has an approximate $25 million impact on working capital invested. The average molybdenum market price increased from $22.70 per pound at the end of the fourth quarter of 2025 to $26.50 per pound at the end of the first quarter in 2026. The Langeloth Facility reported approximately $73 million in incremental working capital investment primarily due to the build-up of inventory volumes during the shutdown and the increase in the average molybdenum market prices. This investment is not expected to unwind in the near term as the Company anticipates maintaining current inventory levels to support future ramp-up in production levels as part of its commercial optimization strategy at the Langeloth Facility.
In the three months ended March 31, 2026, the Langeloth Facility’s additions to PP&E and total capital expendituresNG were $0.3 million.
Global Exploration Projects
| (Expressed in millions of United States dollars) | Units | 2026 Guidance | Three Months Ended March 31, 2026 | |||||||||||||||||||||||
Project Exploration | ($M) | 40 | - | 50 | 8.6 | |||||||||||||||||||||
Brownfield Exploration | ($M) | 20 | - | 25 | 2.6 | |||||||||||||||||||||
| Greenfield and Generative Exploration | ($M) | 20 | - | 25 | 6.0 | |||||||||||||||||||||
In the three months ended March 31, 2026, total exploration expenditures were $8.6 million related to expensed exploration. In 2026, exploration expenditures are expected to range from $40 to $50 million. The exploration expenditures include $20 to $25 million of brownfield exploration and $20 to $25 million of greenfield and generative exploration programs. Over 90% of exploration expenditures are expected to be
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expensed. The exploration targets for brownfield projects in 2026 are expected to include continued drilling and testing at the Mount Milligan Mine and the Kemess Project. At the Mount Milligan Mine, programs are expected to focus on the western extension of the deposit and on in‑fill drilling to upgrade inferred resources to the indicated category, including work between Goldmark and North Slope, and to expand resources at Saddle West and Boundary areas. At Kemess, work will continue to in‑fill drill within the resource areas outlined in the PEA, and advance drilling at the Kemess Offset zone.
Other Items
In the three months ended March 31, 2026, corporate and administration expenses were $12.5 million, excluding stock-based compensation expense of $11.7 million and corporate depreciation of $0.1 million. In 2026, Corporate and administration expenses, excluding stock-based compensation expense and corporate depreciation, are expected to be in the range of $29 to $33 million.
In the three months ended March 31, 2026, the Company's share of cash expenditures at the Endako Mine totaled $1.1 million primarily related to care and maintenance. In 2026, the Company’s share of care and maintenance expenditures at the Endako Mine are expected to be between $6 and $8 million and reclamation expenditures are expected to be $1 to $2 million.
As a result of the attainment of certain production thresholds at the Greenstone Mine, the Company is entitled to receive 33,333 additional contingent gold ounces (or equivalent cash payments) from Equinox Gold in relation to the sale of Centerra’s 50% interest in the Greenstone Gold Mines Partnership in 2021. Such contingent gold ounces are required to be delivered by the Company to Royal Gold as part of the Additional Royal Gold Agreement. The first contingent payment was received in 2025 and the Company anticipates the second contingent payment to be received in 2026 and the third in 2027.
2026 Material Assumptions
Other material assumptions or factors not mentioned above but used to estimate production and costs in 2026, after giving effect to the hedges in place as at March 31, 2026, include the following:
•market gold price of $4,500 per ounce and an average realized gold price at the Mount Milligan Mine of $3,077 per ounce after reflecting the Mount Milligan Streaming Agreement (35% of the Mount Milligan Mine’s gold is sold to Royal Gold for $435 per ounce) and gold refining costs;
•market price of $5.00 per pound for copper and an average realized copper price at the Mount Milligan Mine of $4.20 per pound after reflecting the Mount Milligan Streaming Agreement (18.75% of the Mount Milligan Mine’s copper is sold to Royal Gold at 15% of the spot price per metric tonne), and copper treatment and refining costs;
•market price of $50 per ounce for silver;
•exchange rates are as follows: $1USD:$1.38 CAD, and $1USD:45.00 Turkish lira; and
•diesel fuel price of $1.02/litre or CAD$1.41/litre at the Mount Milligan Mine ($0.90/litre or CAD$1.24/litre previously) and $2.95/gallon ($2.70/gallon previously) at the Thompson Creek Mine.
The Additional Royal Gold Agreement is not expected to have a significant impact on these assumptions in 2026 as the increases in payments received by the Company for gold ounces and copper pounds delivered to Royal Gold are not expected to commence until approximately 2030.
Mount Milligan Streaming Agreement
Production at the Mount Milligan Mine is subject to the Mount Milligan Streaming Agreement. To satisfy its obligations under the Mount Milligan Streaming Agreement, the Company purchases refined gold and copper warrants and arranges for their delivery to Royal Gold. The difference between the cost of the purchases of refined gold and copper warrants, and the corresponding amounts payable to the Company under the Mount Milligan Streaming Agreement is recorded as a reduction of revenue and not a cost of operating the mine.
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Other Material Assumptions
Production, cost, and capital expenditure forecasts for 2026 are forward-looking information and are based on key assumptions and subject to material risk factors that could cause actual results to differ materially from those estimated. Material assumptions used in forecasting production and costs for 2026, and related risk factors can be found under the heading “Cautionary Statement on Forward-Looking Information” in this document and under the heading “Risks Factors” in the Company’s most recent Annual Information Form (“AIF”).
2026 Sensitivities
Centerra’s costs and cash flows for the remaining nine months of 2026 are sensitive to changes in certain key inputs. The Company has estimated the impact of any such changes on its net income, capital costs and cash flows as follows:
| Impact on ($ millions) | |||||||||||||||||||||||
| Production Costs & Taxes | Capital Costs | Revenues | Cash flows | All-in sustaining costs on a by-product basis per ounceNG | |||||||||||||||||||
Gold price(1) | $250/oz | 7.0 - 11.0 | — | 31.0 - 33.5 | 21.0 - 26.0 | 23 - 47 | |||||||||||||||||
Copper price(1) | 10% | 0.5 - 1.0 | — | 16.0 - 21.0 | 15.5 - 20.0 | 90 - 100 | |||||||||||||||||
Diesel fuel(2) | 10% | 2.5 - 3.5 | 0.4 - 0.6 | — | 3.1 - 4.0 | 17 - 19 | |||||||||||||||||
Canadian dollar(2),(3) | 10 cents | 13.5 - 19.5 | 4.5 - 6.5 | — | 18.0 - 26.0 | 100 - 125 | |||||||||||||||||
Turkish lira(3) | 10 liras | 8.5 - 13.0 | 1.0 - 1.5 | — | 3.5 - 4.5 | 59 - 95 | |||||||||||||||||
(1)Includes the impact of hedging of 15,384 ounces for the Öksüt Mine’s gold sales in 2026. Excludes the effect of 27,240 ounces of gold with an average mark-to-market price of $4,663 per ounce and 16.1 million pounds of copper with an average mark-to-market price of $5.58 per pound outstanding under the Mount Milligan Mine’s contracts awaiting final settlement in future months as of March 31, 2026.
(2)Includes the effect of the Company’s diesel fuel and Canadian dollar hedging programs, with current exposure coverage as of March 31, 2026 of approximately 47% and 48%, respectively.
(3)Appreciation of the currency against the US dollar results in higher costs and lower cash flow and earnings. Depreciation of the currency against the US dollar results in decreased costs and increased cash flow and earnings.
Liquidity and Capital Resources
As of March 31, 2026, the Company’s total liquidity position was $943.5 million, representing a cash balance of $543.5 million and no amounts drawn under its $400.0 million corporate credit facility.
First Quarter 2026 compared to First Quarter 2025
See the Overview of Consolidated Results section in this MD&A for the discussion of cash provided by operating activities.
Cash used in investing activities of $70.4 million was recognized in the first quarter of 2026 compared to $48.6 million in the first quarter of 2025. The increase is primarily related to $15.0 million higher capital spending at the Thompson Creek Mine and $6.6 million higher capital spending at the Goldfield Project in the first quarter of 2026.
Cash used in financing activities in the first quarter of 2026 was $35.2 million compared to $26.5 million in the first quarter of 2025. The increase is primarily due to higher consideration paid to repurchase and cancel Centerra common shares. Consideration paid for the repurchase and cancellation of 1,253,900 Centerra common shares under the Company’s NCIB program was $22.5 million at an average price of $17.92
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(C$24.55) per share in the first quarter of 2026 compared to consideration of $14.9 million at an average price of $6.05 (C$8.67) per share paid for the repurchase and cancellation of 2,465,926 Centerra common shares under the Company’s NCIB program in the first quarter of 2025.
Financial Performance
First Quarter 2026 compared to First Quarter 2025
Revenue of $484.7 million was recognized in the first quarter of 2026 compared to $299.5 million in the first quarter of 2025. The increase in revenue was primarily due to higher average realized gold, copper and molybdenum prices, higher ounces of gold sold at the Öksüt Mine and higher copper pounds sold at the Mount Milligan Mine. The increase was partially offset by lower molybdenum pounds sold and lower ounces of gold sold at the Mount Milligan Mine.
Gold production was 68,001 ounces in the first quarter of 2026 compared to 59,379 ounces in the first quarter of 2025. Gold production in the first quarter of 2026 included 38,429 ounces of gold produced at the Öksüt Mine compared to 23,499 ounces produced in the first quarter of 2025. The overall increase was primarily driven by higher ounces stacked at the Öksüt Mine from higher grades of ore. There were 29,572 ounces of gold produced from the Mount Milligan Mine in the first quarter of 2026 compared to 35,880 ounces in the first quarter of 2025. The decrease in gold production was primarily driven by lower head grades processed.
Copper production at the Mount Milligan Mine was 14.2 million pounds in the first quarter of 2026, compared to 11.6 million pounds in the first quarter of 2025. The increase in copper production was primarily due to higher head grades processed.
The Langeloth Facility sold 3.7 million pounds of molybdenum in the first quarter of 2026, compared to 4.2 million pounds sold in the first quarter of 2025. Total pounds of molybdenum products sold were lower in the first quarter of 2026, primarily due to the reduced availability of product resulting from the temporary suspension of roasting activities.
Cost of sales of $287.1 million was recognized in the first quarter of 2026 compared to $223.0 million in the first quarter of 2025. The increase was primarily due to $41.3 million higher production costs at the Öksüt Mine mainly attributable to higher ounces of gold sold and higher royalty costs and $16.3 million higher production costs at the Mount Milligan Mine primarily due to higher average inventory costs from higher concentrate production.
Gold production costs were $1,649 per ounce in the first quarter of 2026 compared to $1,271 per ounce in the first quarter of 2025. The increase was primarily driven by higher production costs and higher royalty cost per ounce at the Öksüt Mine as a result of higher gold prices and higher royalty rates, partially offset by higher ounces of gold sold.
All-in sustaining costs on a by-product basisNG were $1,705 per ounce in the first quarter of 2026 compared to $1,491 per ounce in the first quarter of 2025. The increase in all-in sustaining costs on a by-product basisNG was primarily due to higher gold production costs per ounce as noted above and higher share-based compensation expenses, partially offset by lower sustaining capital expendituresNG, higher copper credits from increased copper prices and higher copper pounds sold.
Share-based compensation expenses of $11.7 million were recognized in the first quarter of 2026 compared to share-based compensation expenses of $0.8 million in the first quarter of 2025. The increase was primarily due to a higher share price impacting cash-settled awards.
Other operating expenses of $48.3 million were recognized in the first quarter of 2026 compared to other operating expenses of $5.3 million in the first quarter of 2025. The increase in other operating expenses is primarily attributable to a $38.5 million unrealized loss on the financial asset related to the Additional Royal Gold Agreement compared to $1.4 million unrealized gain in the first quarter of 2025.
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An unrealized gain of $16.1 million was recognized in the first quarter of 2026 on the contingent consideration owing to the Company from Equinox Gold related to the sale of the Company’s 50% interest in the Greenstone Gold Mines Partnership on re-measurement using updated gold price assumptions, compared to a $6.6 million gain in the first quarter of 2025.
The Company recognized income tax expense of $53.2 million in the first quarter of 2026, comprising current income tax expense of $50.0 million and deferred income tax expense of $3.2 million, compared to income tax expense of $24.8 million in the first quarter of 2025, comprising current income tax expense of $29.3 million and deferred income tax recovery of $4.5 million. The increase in income tax expense in the first quarter of 2026 was primarily due to higher taxable income and withholding tax in relation to the Öksüt Mine.
Financial Instruments
The Company seeks to manage its exposure to fluctuations in diesel fuel prices, commodity prices and foreign exchange rates by entering into derivative financial instruments from time-to-time. The hedge positions for each of these programs as at March 31, 2026 are summarized as follows:
Average Strike Price | Settlements (% of exposure hedged)(1) | As at March 31, 2026 | ||||||||||||||||||||||||||||||
| Instrument | Unit | Type | 2026 | 2027 | 2028+ | 2026 | 2027 | 2028+ | Total position(2) | Fair value ($'000's) | ||||||||||||||||||||||
| FX Hedges | ||||||||||||||||||||||||||||||||
| USD/CAD zero-cost collars | CAD | Fixed | $1.34/$1.39 | — | — | $60.0M (9%) | — | — | $60.0M | (228) | ||||||||||||||||||||||
| USD/CAD forward contracts | CAD | Fixed | $ | 1.37 | $ | 1.36 | — | $259.3M (39%) | $174.0M | — | $433.3M | (3,197) | ||||||||||||||||||||
| Total | $319.3M (48%) | $174.0M | — | $493.3M | (3,425) | |||||||||||||||||||||||||||
Diesel Fuel Hedges(2) | ||||||||||||||||||||||||||||||||
| ULSD zero-cost collars | Litres | Fixed | $0.59/$0.67 | $0.50/$0.57 | — | 2,385 (5%) | 1,670 | — | 4,055 | 537 | ||||||||||||||||||||||
| ULSD swap contracts | Litres | Fixed | $ | 0.62 | $ | 0.58 | — | 20,001 (42%) | 9,651 | — | 29,652 | 6,184 | ||||||||||||||||||||
| Total | 22,386 (47%) | 11,321 | — | 33,707 | 6,721 | |||||||||||||||||||||||||||
| Gold Hedges | ||||||||||||||||||||||||||||||||
Öksüt Mine zero-cost collars | Ounces | Fixed | $2,400/$3,696 | — | — | 15,384 (18%) | — | — | 15,384 | (16,174) | ||||||||||||||||||||||
Goldfield Project zero-cost collars(3) | Ounces | Fixed | — | — | $3,200/$4,575 | — | — | 117,000 | 117,000 | (121,519) | ||||||||||||||||||||||
| Total | 15,384 (18%) | — | 117,000 | 132,384 | (137,693) | |||||||||||||||||||||||||||
Gold/Copper Hedges (Royal Gold deliverables)(4): | ||||||||||||||||||||||||||||||||
| Gold forward contracts | Ounces | Float | N/A | — | — | 14,380 | — | — | 14,380 | (2,781) | ||||||||||||||||||||||
| Copper forward contracts | Pounds | Float | N/A | — | — | 2.6M | — | — | 2.6M | (643) | ||||||||||||||||||||||
(1)Percentage of exposure hedged is calculated with reference to the expected expenditure to be incurred in Canadian dollars, fuel consumed and Öksüt Mine gold ounces sold as outlined in the “Outlook” section and is subject to change.
(2)Ultra-low-sulfur diesel. Units are in thousands of litres. Includes hedges covering exposure of both the Mount Milligan Mine and the Thompson Creek Mine.
(3)The ceiling prices applicable to the gold hedge contracts are $4,438/oz for 2029 and $4,705/oz for 2030.
(4)Royal Gold hedging program with a market price determined on settlement of the contract.
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The realized (loss) gain recorded in the statements of earnings was as follows:
| Three months ended March 31, 2026 | |||||||||||||||||||||||
| ($ millions) | 2026 | 2025 | % Change | ||||||||||||||||||||
| Foreign exchange hedges | (109) | (3,196) | (97) | % | |||||||||||||||||||
| Fuel hedges | 1,003 | (57) | (1860) | % | |||||||||||||||||||
| Gold Hedges | (6,298) | — | 100 | % | |||||||||||||||||||
In conjunction with the decision to proceed with the Goldfield Project, the Company entered into zero-cost collar contracts for 57,000 ounces in 2029 and 60,000 ounces in 2030, representing 50% of annual production in each year, to protect project economics and support predictable cash flow during the ramp-up period. These zero-cost option collars are settled on a monthly basis, against the London Bullion Market Association gold prices and have a gold price floor of $3,200 per ounce and an average gold price cap of $4,438 per ounce in 2029 and $4,705 per ounce in 2030. The current fair value of these instruments reflects an unrealized loss from the significant upward movement in the underlying gold price since entering into these contracts.
In the first quarter of 2025, the Company initiated a diesel hedging program associated with the restart of operations at the Thompson Creek Mine in order to manage the risk associated with changes in diesel fuel prices. The hedge contracts cover a portion of estimated future diesel fuel purchases as part of the re-start and are expected to settle over time by mid-2027.
As at March 31, 2026, Centerra has not entered into any off-balance sheet arrangements with special purpose entities, nor does it have any unconsolidated affiliates.
Balance Sheet Review
($ millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Total Assets | 3,075.2 | 2,958.7 | |||||||||
| Total Liabilities | 978.0 | 898.9 | |||||||||
| Current Liabilities | 470.8 | 446.9 | |||||||||
| Non-current Liabilities | 507.2 | 452.0 | |||||||||
| Total Equity | 2,097.2 | 2,059.8 | |||||||||
Cash as at March 31, 2026 was $543.5 million compared to $528.9 million as at December 31, 2025. The increase was primarily attributable to free cash flowNG of $49.0 million during the three months ended March 31, 2026, partially offset by the repurchase and cancellation of approximately 1,253,900 Centerra common shares under the Company’s NCIB program amounting to $22.5 million and dividends paid of $10.1 million.
Total inventories as at March 31, 2026 were $381.3 million compared to $333.7 million as at December 31, 2025. The increase was primarily due to $57.7 million higher molybdenum inventory at the Langeloth Facility from higher average market molybdenum prices and inventory build-up in the first quarter of 2026 resulting from the temporary suspension of roasting operations.
The carrying value of PP&E as at March 31, 2026 was $1.7 billion compared to $1.6 billion as at December 31, 2025. The increase was primarily due to the additions of $101.6 million related to construction in progress increase primarily due to additions at the Thompson Creek Mine, including capital equipment purchases, equipment refurbishments and pre-stripping costs, other general costs capitalized as well as recognition of right of use assets of $15.4 million at the Mount Milligan Mine and $11.9 million at the Thompson Creek Mine. The increase in PP&E was partially offset by the depreciation and depletion of PP&E of $35.7 million in the normal course of operations.
Deferred income tax assets as at March 31, 2026 were $12.8 million compared to $24.9 million as at
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December 31, 2025. The decrease was primarily due to the drawdown of the deferred tax assets at the Mount Milligan Mine as a result of the higher earnings from operations.
Non-current equity investments as at March 31, 2026 were $136.5 million compared to $105.9 million as at December 31, 2025. The increase was primarily due to the purchase of equity investments amounting to $5.3 million and a $25.3 million unrealized gain recorded in Other Comprehensive Income (“OCI”) due to the increase in the market value of the equity investments portfolio.
Non-current financial assets as at March 31, 2026 were $75.2 million compared to $113.6 million as at December 31, 2025. The decrease was primarily due to a $38.5 million change in fair value of the financial asset related to the Additional Royal Gold Agreement.
Income tax payable as at March 31, 2026 was $51.7 million compared to $28.9 million as at December 31, 2025. The increase was related to higher current income tax attributable to higher earnings in the first quarter at the Öksüt Mine.
Non-current financial liabilities as at March 31, 2026 were $122.6 million compared to $82.1 million as at December 31, 2025. The increase was primarily due to a $40.0 million mark-to-market adjustment on certain gold hedging contracts as a result of rising gold prices.
Other non-current liabilities as at March 31, 2026 were $63.4 million compared to $37.5 million as at December 31, 2025. The increase was primarily due to the recognition of $24.7 million related to the non-current portion of lease obligations.
Share capital as at March 31, 2026 was $713.4 million compared to $727.0 million as at December 31, 2025. The decrease was primarily due to the repurchase and cancellation of shares for $22.9 million under the NCIB program.
Accumulated other comprehensive loss as at March 31, 2026 was $66.1 million compared to $49.4 million as at December 31, 2025. The increase in accumulated other comprehensive loss was primarily due to the changes in the fair value of hedged derivative instruments on the hedging programs at the Goldfield Project and the Öksüt Mine of $41.6 million, partially offset by the increase of $26.3 million in fair value of the non-current equity investments recorded in OCI.
Operations and Development Projects
Mount Milligan Mine
The Mount Milligan Mine is an open-pit mine located in north central British Columbia, Canada producing a gold and copper concentrate. The Mount Milligan Mine is subject to the Mount Milligan Mine Streaming Agreement. To satisfy its current obligations under the Mount Milligan Mine Streaming Agreement, the Company purchases refined gold ounces and copper warrants and arranges for delivery to Royal Gold. The difference between the cost of the purchases of refined gold ounces and copper warrants and the corresponding amounts payable to the Company under the Mount Milligan Streaming Agreement is recorded as a reduction of revenue rather than a cost of operating the mine. On February 13, 2024, the Company entered into the Additional Royal Gold Agreement, relating to the Mount Milligan Mine.
18
Mount Milligan Mine Financial and Operating Results
| Three months ended March 31, | |||||||||||||||||||||||
| ($millions, except as noted) | 2026 | 2025 | % Change | ||||||||||||||||||||
| Financial Highlights: | |||||||||||||||||||||||
| Gold revenue | 122.3 | 86.5 | 41 | % | |||||||||||||||||||
| Copper revenue | 66.7 | 46.2 | 44 | % | |||||||||||||||||||
| Other by-product revenue | 7.0 | 2.5 | 180 | % | |||||||||||||||||||
| Total revenue | 195.9 | 135.2 | 45 | % | |||||||||||||||||||
| Production costs | 94.0 | 77.8 | 21 | % | |||||||||||||||||||
| Depreciation, depletion, and amortization ("DDA") | 15.5 | 15.5 | — | % | |||||||||||||||||||
| Earnings from mine operations | 86.4 | 41.9 | 106 | % | |||||||||||||||||||
Earnings from operations(1) | 44.3 | 36.7 | 21 | % | |||||||||||||||||||
| Cash provided by mine operations | 124.6 | 39.4 | 216 | % | |||||||||||||||||||
Free cash flow from mine operations(2) | 105.8 | 27.4 | 286 | % | |||||||||||||||||||
| Additions to property, plant and equipment | 33.1 | 23.7 | 40 | % | |||||||||||||||||||
Capital expenditures - total(2) | 18.6 | 12.3 | 51 | % | |||||||||||||||||||
Sustaining capital expenditures(2) | 10.8 | 9.2 | 17 | % | |||||||||||||||||||
Non-sustaining capital expenditures(2) | 7.8 | 3.1 | 152 | % | |||||||||||||||||||
| Operating Highlights: | |||||||||||||||||||||||
| Tonnes mined (000s) | 12,267 | 11,058 | 11 | % | |||||||||||||||||||
| Tonnes ore mined (000s) | 5,173 | 5,785 | (11) | % | |||||||||||||||||||
| Tonnes processed (000s) | 4,864 | 4,732 | 3 | % | |||||||||||||||||||
| Process plant head grade gold (g/t) | 0.31 | 0.39 | (21) | % | |||||||||||||||||||
| Process plant head grade copper (%) | 0.19 | % | 0.15 | % | 27 | % | |||||||||||||||||
| Gold recovery (%) | 62.8 | % | 62.1 | % | 1 | % | |||||||||||||||||
| Copper recovery (%) | 73.7 | % | 77.6 | % | (5) | % | |||||||||||||||||
| Concentrate produced (dmt) | 41,241 | 34,072 | 21 | % | |||||||||||||||||||
Gold produced (oz)(3) | 29,572 | 35,880 | (18) | % | |||||||||||||||||||
Gold sold (oz)(3) | 34,515 | 36,627 | (6) | % | |||||||||||||||||||
Average realized gold price - combined ($/oz)(3)(4) | 3,542 | 2,362 | 50 | % | |||||||||||||||||||
Copper produced (000s lbs)(3) | 14,151 | 11,647 | 21 | % | |||||||||||||||||||
Copper sold (000s lbs)(3) | 14,872 | 12,141 | 22 | % | |||||||||||||||||||
Average realized copper price - combined ($/lb)(3)(4) | 4.48 | 3.80 | 18 | % | |||||||||||||||||||
| Unit Costs: | |||||||||||||||||||||||
| Gold production costs ($/oz) | 1,762 | 1,384 | 27 | % | |||||||||||||||||||
All-in sustaining costs on a by-product basis ($/oz)(2)(5) | 1,060 | 1,168 | (9) | % | |||||||||||||||||||
Gold - All-in sustaining costs on a co-product basis ($/oz)(2)(5) | 1,938 | 1,586 | 22 | % | |||||||||||||||||||
| Copper production costs ($/lb) | 2.23 | 2.23 | — | % | |||||||||||||||||||
Copper - All-in sustaining costs on a co-product basis ($/lb)(2)(5) | 2.44 | 2.54 | (4) | % | |||||||||||||||||||
Mining costs per tonne mined ($/tonne)(2) | 2.75 | 2.97 | (7) | % | |||||||||||||||||||
Milling costs per tonne processed ($/tonne)(2) | 7.69 | 7.39 | 4 | % | |||||||||||||||||||
Site G&A costs per tonne processed ($/tonne)(2) | 2.97 | 2.76 | 8 | % | |||||||||||||||||||
On site costs per tonne processed ($/tonne)(2) | 17.61 | 17.10 | 3 | % | |||||||||||||||||||
(1)Includes exploration and evaluation costs and other operating costs, including non-cash unrealized loss on the financial asset related to the Additional Royal Gold Agreement.
(2)Non-GAAP financial measure. See discussion under “Non-GAAP and Other Financial Measures”.
(3)Mount Milligan production and sales are presented on a 100%-basis. Under the Mount Milligan Streaming Agreement, Royal Gold is entitled to 35% of gold ounces sold and 18.75% of copper pounds sold. Royal Gold paid $435 per ounce of gold delivered and 15% of the spot price per metric tonne of copper delivered in the periods presented.
(4)This supplementary financial measure, within the meaning of 52-112, is calculated as a ratio of revenue from the consolidated financial statements and units of metal sold includes the impact from the Mount Milligan Streaming Agreement, copper hedges and mark-to-market adjustments on metal sold that had not yet settled under contract.
(5)Includes the impact from the Mount Milligan Streaming Agreement and the impact of copper hedges.
19
First Quarter 2026 compared to First Quarter 2025
Earnings from mine operations of $86.4 million were recognized in the first quarter of 2026 compared to $41.9 million in the first quarter of 2025. The increase in earnings from mine operations was primarily due to higher average realized gold and copper prices, higher copper pounds sold and higher silver credits, partially offset by lower gold ounces sold and higher production costs. The financial results at the Mount Milligan Mine were not significantly impacted by the rising global fuel prices during the first quarter of 2026 and the Company does not anticipate any material impact on current year financial results. The Company has continued a diesel hedging program associated with the operations at the Mount Milligan Mine in order to manage the risk associated with changes in diesel fuel prices.
Cash provided by mine operations of $124.6 million was recognized in the first quarter of 2026 compared to $39.4 million in the first quarter of 2025. The increase was primarily due to higher average realized gold and copper prices, higher copper pounds sold, and a favourable working capital change, partially offset by lower gold ounces sold and higher production costs. The favourable working capital change in the first quarter of 2026 compared to the first quarter of 2025 was primarily related to the timing of sales and cash collection from shipments.
Free cash flow from mine operationsNG of $105.8 million was recognized in the first quarter of 2026 compared to $27.4 million in the first quarter of 2025. The increase was primarily due to higher cash provided by mine operations as noted above, partially offset by higher capital expendituresNG.
During the first quarter of 2026, mining activities were carried out in phases 5, 7 and 10 of the open pit. Total tonnes mined were 12.3 million tonnes in the first quarter of 2026 compared to 11.1 million tonnes in the first quarter of 2025. The increase in tonnes mined in the first quarter of 2026 was largely attributable to higher equipment availability and utilization and shorter haul distances compared to the same period in 2025.
Total process plant throughput in the first quarter of 2026 was 4.9 million tonnes, averaging 54,039 tonnes per calendar day compared to 4.7 million tonnes, averaging 52,575 tonnes per calendar day in the first quarter of 2025.
Gold production was 29,572 ounces in the first quarter of 2026 compared to 35,880 ounces in the first quarter of 2025. The decrease in gold production was primarily driven by lower head grade. During the first quarter of 2026, the average gold head grade and recovery were 0.31 g/t and 62.8%, respectively, compared to 0.39 g/t and 62.1% in the first quarter of 2025. The lower head gold grade was primarily due to a planned change in mining sequence.
Copper production was 14.2 million pounds in the first quarter of 2026 compared to 11.6 million pounds in the first quarter of 2025. The increase in copper production was primarily due to higher head grade, partially offset by lower recovery. During the first quarter of 2026, the average copper head grade and recovery were 0.19%
20
and 73.7%, respectively, compared to 0.15% and 77.6% in the first quarter of 2025. Lower copper recovery in the first quarter of 2026 was mainly due to reduced recoveries driven by more complex mineralogy in the mill feed.
Gold production costs were $1,762 per ounce in the first quarter of 2026 compared to $1,384 per ounce in the first quarter of 2025. The increase was primarily due to lower gold ounces sold, slightly higher processing costs from additional maintenance activities as well as higher average cost of inventory from higher concentrate production and freight costs from increased amount of concentrate transported.
Copper production costs were $2.23 per pound in the first quarter of 2026 compared to $2.23 per pound in the first quarter of 2025.
Mount Milligan Q1 All-in sustaining costs on a by-product basis per ounceNG ($/oz)
All-in sustaining costs on a by-product basisNG were $1,060 per ounce in the first quarter of 2026 compared to $1,168 per ounce in the first quarter of 2025. The decrease was primarily due to higher copper and silver credits from increased prices and higher copper pounds sold, partially offset by higher production costs, lower gold ounces sold and higher sustaining capital expendituresNG. Higher sustaining capital expendituresNG in the first quarter of 2026 was primarily due to a difference in the timing of spending on the mining fleet, equipment overhauls and TSF capitalization compared to the first quarter of 2025.
21
Öksüt Mine
The Öksüt Mine is located in Türkiye approximately 300 kilometres southeast of Ankara and 48 kilometres south of Kayseri, the provincial capital. The nearest administrative centre is at Develi, located approximately 10 kilometres north of the mine site.
Öksüt Mine Financial and Operating Results
| Three months ended March 31, | ||||||||||||||
| ($millions, except as noted) | 2026 | 2025 | % Change | |||||||||||
| Financial Highlights: | ||||||||||||||
| Revenue | 183.7 | 69.6 | 164 | % | ||||||||||
Production costs(1) | 59.4 | 27.0 | 120 | % | ||||||||||
| Depreciation, depletion, and amortization ("DDA") | 16.3 | 7.5 | 117 | % | ||||||||||
| Earnings from mine operations | 108.0 | 35.1 | 208 | % | ||||||||||
Earnings from operations(2) | 107.7 | 34.5 | 212 | % | ||||||||||
Cash provided by mine operations | 133.9 | 50.3 | 166 | % | ||||||||||
Free cash flow from mine operations(3) | 132.4 | 41.6 | 218 | % | ||||||||||
| Additions to property, plant and equipment | 3.2 | 11.9 | (73) | % | ||||||||||
Capital expenditures - total(3) | 1.5 | 8.7 | (83) | % | ||||||||||
Sustaining capital expenditures(3) | 1.5 | 8.7 | (83) | % | ||||||||||
| Operating Highlights: | ||||||||||||||
| Tonnes mined (000s) | 3,094 | 3,143 | (2) | % | ||||||||||
| Tonnes ore mined (000s) | 662 | 984 | (33) | % | ||||||||||
| Ore mined - grade (g/t) | 1.48 | 0.76 | 95 | % | ||||||||||
| Ore crushed (000s) | 966 | 925 | 4 | % | ||||||||||
| Tonnes of ore stacked (000s) | 1,022 | 1,011 | 1 | % | ||||||||||
| Heap leach grade (g/t) | 1.23 | 0.73 | 68 | % | ||||||||||
| Heap leach contained ounces stacked | 40,493 | 23,668 | 71 | % | ||||||||||
| Gold produced (oz) | 38,429 | 23,499 | 64 | % | ||||||||||
| Gold sold (oz) | 38,420 | 24,504 | 57 | % | ||||||||||
Average realized gold price ($/oz)(4) | 4,737 | 2,841 | 67 | % | ||||||||||
| Unit Costs: | ||||||||||||||
| Gold production costs ($/oz) | 1,547 | 1,102 | 40 | % | ||||||||||
All-in sustaining costs on a by-product basis ($/oz)(3) | 1,653 | 1,563 | 6 | % | ||||||||||
Mining costs per tonne mined ($/tonne)(3) | 3.99 | 3.33 | 20 | % | ||||||||||
Processing costs per tonne processed ($/tonne)(3) | 7.19 | 6.05 | 19 | % | ||||||||||
Site G&A costs per tonne processed ($/tonne)(3) | 10.27 | 9.23 | 11 | % | ||||||||||
On site costs per tonne processed ($/tonne)(3) | 29.54 | 25.65 | 15 | % | ||||||||||
(1)Includes government royalties of $26.7 million (includes $4.6m 2025 royalty cost adjustment) and $6.8 million during three months ended March 31, 2026 and March 31, 2025, respectively.
(2)Includes exploration and evaluation costs.
(3)Non-GAAP financial measure. See discussion under “Non-GAAP and Other Financial Measures”.
(4)This supplementary financial measure, within the meaning of 52-112, is calculated as a ratio of revenue from the consolidated financial statements and units of metal sold.
22
First Quarter 2026 compared to First Quarter 2025
Earnings from mine operations were $108.0 million in the first quarter of 2026 compared with $35.1 million in the first quarter of 2025. The increase was primarily due to higher average realized gold prices and higher ounces of gold sold. The increase in earnings from mine operations was partially offset by higher production costs. The financial results at the Öksüt Mine were not significantly impacted by the rising global fuel prices during the first quarter of 2026 and the Company does not anticipate any material impact on current year financial results.
Cash provided by mine operations was $133.9 million in the first quarter of 2026, compared to $50.3 million in the first quarter of 2025. The increase in cash provided in mine operations was primarily due to higher ounces of gold sold and higher average realized gold prices, partially offset by higher tax payments inclusive of withholding taxes paid.
Free cash flow from mine operationsNG was $132.4 million in the first quarter of 2026, compared to $41.6 million in the first quarter of 2025. The increase in free cash flow from mine operationsNG was primarily due to an increase in cash provided by mine operations as noted above and lower sustaining capital expendituresNG mainly driven by lower deferred stripping costs.
Mining activities in the first quarter of 2026 were carried out in phase 5 and phase 6 of the Keltepe pit. Total tonnes mined were 3.1 million tonnes in the first quarter of 2026 compared to 3.1 million tonnes mined in the first quarter of 2025.
The Öksüt Mine stacked 1.0 million tonnes at an average grade of 1.23 g/t, containing 40,493 ounces of gold in the first quarter of 2026, compared to 1.0 million tonnes stacked at an average grade of 0.73 g/t, containing 23,668 ounces of gold in the first quarter of 2025. The increase in heap leach grade was primarily due to higher mining grades in the first quarter of 2026 as a result of mining higher grade areas in phase 5 and the bottom of the Keltepe pit.
Gold production in the first quarter of 2026 was 38,429 ounces compared to 23,499 ounces in the first quarter of 2025. The increase in gold production was primarily driven by higher ounces stacked amount in the first quarter of 2026.
23
Gold production costs per ounce were $1,547 in the first quarter of 2026 compared to $1,102 in the first quarter of 2025. The increase was primarily due to higher royalty costs and lower costs allocated to deferred stripping. The royalty costs increased by $19.9 million between the periods as a result of an increase in gold ounces sold, higher average realized gold prices and updated royalty rates announced in July 2025.
Öksüt Mine Q1 All-in sustaining costs on a by-product basis per ounceNG ($/oz)
All-in sustaining costs on a by-product basisNG in the first quarter of 2026 were $1,653 per ounce compared to $1,563 per ounce in the first quarter of 2025. The increase was primarily due to higher royalty costs per ounce and higher production costs as noted above, partially offset by lower sustaining capital and higher ounces of gold sold.
US Moly
US Moly includes the Langeloth Facility in Pennsylvania and the Thompson Creek Mine in Idaho, a molybdenum mine, which is currently in the process of being restarted with expected first production mid-2027.
US Moly Financial Results
| Three months ended March 31, | |||||||||||
| ($millions, except as noted) | 2026 | 2025 | % Change | ||||||||
| Financial Highlights: | |||||||||||
| Total revenue | 105.1 | 94.7 | 11 | % | |||||||
| Production costs | 100.8 | 94.2 | 7 | % | |||||||
| Depreciation, depletion, and amortization ("DDA") | 1.1 | 1.1 | 0 | % | |||||||
Earnings (loss) from mine operations | 3.2 | (0.6) | 633 | % | |||||||
Other operating expenses(2) | 6.9 | 0.4 | 1625 | % | |||||||
Loss from operations | (3.7) | (1.0) | 270 | % | |||||||
Cash used in operations | (75.4) | (2.3) | (3178) | % | |||||||
Free cash flow deficit from operations(1) | (116.5) | (30.3) | (284) | % | |||||||
| Additions to property, plant and equipment | 57.0 | 32.4 | 76 | % | |||||||
Total capital expenditures(1) | 41.1 | 25.9 | 59 | % | |||||||
(1)Non-GAAP financial measure. See discussion under “Non-GAAP and Other Financial Measures”.
(2)Includes standby costs of $6.1 million incurred at the Langeloth Facility due to the temporary suspension of roasting operations.
24
Thompson Creek Mine
| Three months ended March 31, | ||||||||||||||
| ($millions, except as noted) | 2026 | 2025 | % Change | |||||||||||
Financial Highlights: | ||||||||||||||
Free cash flow deficit from operations(1) | (41.9) | (27.9) | (50) | % | ||||||||||
| Additions to property, plant and equipment | 56.7 | 32.3 | 76 | % | ||||||||||
Total capital expenditures(1) | 40.8 | 25.8 | 58 | % | ||||||||||
Operating Highlights: | ||||||||||||||
Waste tons mined (000s) | 9,349 | 4,866 | 92 | % | ||||||||||
(1)Non-GAAP financial measure. See discussion under “Non-GAAP and Other Financial Measures”.
First Quarter 2026 compared to First Quarter 2025
In the first quarter of 2026, the additions to property, plant and equipment were $56.7 million compared to $32.3 million in the first quarter of 2025 and non-sustaining capital expendituresNG were $40.8 million in the first quarter of 2026 compared to $25.8 million in the first quarter of 2025. The difference between additions to property, plant and equipment and non-sustaining capital expendituresNG in the first quarter of 2026 primarily reflects movements in the asset retirement obligation, ROU assets and capitalized DDA. The increase in both categories was due to the higher capital spending on mill equipment refurbishments, engineering studies related to the tailings distribution, and expenditures related to pre-stripping activities in the main open pit area and other general costs during the first quarter of 2026.
Free cash flow deficit from operationsNG of $41.9 million was recognized in the first quarter of 2026, compared to free cash flow deficit from operationsNG of $27.9 million in the first quarter of 2025. The increase in free cash flow deficit from operationsNG was due to higher capital expendituresNG as outlined above.
In the first quarter of 2026, Thompson Creek Mine moved 9.3 million tons of waste compared to 4.9 million tons of waste in the first quarter of 2025. In the first quarter of 2026, the mining rate increased to an average of 3.1 million tons per month and mining activities focused on stripping on the western side of the pit. In January 2026, a new shovel was added to the fleet. Mining equipment availability and utilization are increasing and have contributed to better mining rates. The Company has continued a diesel hedging program at the Thompson Creek Mine in order to manage the risk associated with changes in fuel prices. In the first quarter of 2026, the Thompson Creek Mine was not significantly impacted by the rise of global fuel prices.
During the first quarter of 2026, refurbishment, fabrication and inspection of long-lead equipment progressed as planned. Control system upgrades progressed, including installation of new panels and instrumentation. Procurement and delivery of piping materials and related fittings advanced in support of planned works. In addition, TSF installation preparation continued to progress during the first quarter of 2026 with advance in tailings distribution engineering covering the pump station, re-cyclone station, and pipeline distribution.
25
Langeloth Facility
| Three months ended March 31, | ||||||||||||||
| ($millions, except as noted) | 2026 | 2025 | % Change | |||||||||||
| Financial Highlights: | ||||||||||||||
| Total revenue | 105.1 | 94.7 | 11 | % | ||||||||||
| Production costs | 100.8 | 94.2 | 7 | % | ||||||||||
| Depreciation, depletion, and amortization ("DDA") | 1.1 | 1.1 | 0 | % | ||||||||||
Earnings (loss) from mine operations | 3.2 | (0.6) | 633 | % | ||||||||||
Other operating expenses(2) | 6.9 | 0.4 | 1625 | % | ||||||||||
Loss from operations | (3.7) | (1.0) | (270) | % | ||||||||||
Adjusted EBITDA(1) | (2.7) | — | (100) | % | ||||||||||
Cash used in operations | (75.4) | (2.3) | (3,178) | % | ||||||||||
Free cash flow deficit from operations(1) | (75.6) | (2.4) | (3,050) | % | ||||||||||
| Additions to property, plant and equipment | 0.3 | 0.1 | 200 | % | ||||||||||
Total capital expenditures(1) | 0.3 | 0.1 | 200 | % | ||||||||||
| Operating Highlights: | ||||||||||||||
| Mo purchased (000's lbs) | 5,823 | 3,584 | 62 | % | ||||||||||
Mo roasted (000’s lbs) | 1,285 | 3,034 | (58) | % | ||||||||||
| Mo sold (000’s lbs) | 3,707 | 4,244 | (13) | % | ||||||||||
Mo inventory (000’s lbs) at period end | 7,279 | 2,776 | 162 | % | ||||||||||
| Average market molybdenum price ($/lb) | 25.73 | 20.53 | 25 | % | ||||||||||
| Average realized molybdenum price ($/lb) | 26.11 | 21.59 | 21 | % | ||||||||||
(1)Non-GAAP financial measure. See discussion under “Non-GAAP and Other Financial Measures”.
(2)Includes standby costs of $6.1 million incurred at the Langeloth Facility due to the temporary suspension of roasting operations.
First Quarter 2026 compared to First Quarter 2025
The Langeloth Facility roasting operations remained suspended from January 29, 2026, through the end of the first quarter of 2026. Refer to the Recent Events and Developments section of this MD&A for further details.
The Langeloth Facility roasted 1.3 million pounds and sold 3.7 million pounds of molybdenum in the first quarter of 2026, compared to 3.0 million pounds roasted and 4.2 million sold in the first quarter of 2025. The decrease in molybdenum roasted and sold in the first quarter of 2026, compared to the first quarter of 2025, was due to the incident on January 29, 2026, which resulted in operations being temporarily suspended. The suspension of roasting operations limited the Company’s ability to convert molybdenum concentrate into molybdenum products. While the Langeloth Facility continued to sell the finished molybdenum products during the period, the suspension of roasting operations constrained overall production capacity. Consequently, total pounds of molybdenum products sold were lower in the first quarter of 2026, compared to the first quarter of 2025.
Loss from operations was $3.7 million in the first quarter of 2026 compared to $1.0 million in the first quarter of 2025. The increase in loss from operations was primarily due to the decrease in the pounds of molybdenum sold during the first quarter of 2026 compared to the first quarter of 2025 due to plant shutdown, higher costs incurred to purchase molybdenum and additional costs of approximately $1.9 million associated with acid plant investigation and repairs.
Adjusted negative EBITDANG of $2.7 million was recognized in the first quarter of 2026 compared to a nil adjusted EBITDANG recognized in the first quarter of 2025. The decrease in adjusted EBITDANG was primarily due to the increase in loss from operations as discussed above.
26
Cash used in operations was $75.4 million in the first quarter of 2026 compared to $2.3 million in the first quarter of 2025. The increase in cash used in operations was primarily due to an unfavourable working capital movement due to an inventory build-up in the first quarter of 2026 resulting from the plant shutdown and higher unit cost of the inventory resulting from higher molybdenum prices that increased during the period from $22.70 per pound as at December 31, 2025 to $26.50 per pound as at March 31, 2026. The working capital requirements at the Langeloth Facility are highly dependent on market molybdenum prices. A $5 per pound change in molybdenum price has an approximate $25 million impact on working capital invested. At March 31, 2026, there were 7.3 million (December 31, 2025 - 5.4 million) pounds of molybdenum included in inventory.
Free cash flow deficit from operationsNG was $75.6 million in the first quarter of 2026 compared to $2.4 million in the first quarter of 2025. The increase in free cash flow deficit from operationsNG is primarily due to the increase in cash used in operations in the first quarter of 2026 as discussed above.
Goldfield Project
| Three months ended March 31, | ||||||||||||||
| ($millions, except as noted) | 2026 | 2025 | % Change | |||||||||||
| Cash used in operations | (4.5) | (1.6) | 181 | % | ||||||||||
Free cash flow deficit from operations(1) | (11.1) | (1.6) | 604 | % | ||||||||||
| Additions to property, plant and equipment | 6.6 | — | 100 | % | ||||||||||
Total capital expenditures(1) | 6.6 | — | 100 | % | ||||||||||
(1)Non-GAAP financial measure. See discussion under “Non-GAAP and Other Financial Measures”.
First Quarter 2026 compared to First Quarter 2025
In the first quarter of 2026, the additions to property, plant and equipment were $6.6 million compared to nil in the first quarter of 2025 and non-sustaining capital expendituresNG were $6.6 million in the first quarter of 2026 compared to nil in the first quarter of 2025. The increase was related to the start of capital works at the Goldfield Project primarily related to early earthworks and site preparation.
Cash used in operations was $4.5 million in the first quarter of 2026 compared to $1.6 million in the first quarter of 2025. The increase in cash used in operations was primarily due to higher pre-development costs related to engineering works in preparation for the start of construction in 2026 as well as higher exploration costs.
Free cash flow deficit from operationsNG was $11.1 million in the first quarter of 2026 compared to $1.6 million in the first quarter of 2025. The increase in free cash flow deficit from operationsNG was primarily due to the increase in cash used in operations and higher non-sustaining capital expendituresNG as discussed above.
27
Quarterly Results – Previous Eight Quarters
| $millions, except per share data | 2026 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||
Quarterly data unaudited | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | ||||||||||||||||||||||||||||||||||||
| Revenue | 485 | 402 | 395 | 288 | 299 | 302 | 324 | 282 | ||||||||||||||||||||||||||||||||||||
Net earnings (loss) | 79 | 193 | 292 | 69 | 30 | (52) | 29 | 38 | ||||||||||||||||||||||||||||||||||||
Basic earnings (loss) per share | 0.40 | 0.96 | 1.44 | 0.33 | 0.15 | (0.25) | 0.14 | 0.18 | ||||||||||||||||||||||||||||||||||||
Adjusted earnings per share - basic | 0.44 | 0.41 | 0.33 | 0.26 | 0.13 | 0.17 | 0.19 | 0.23 | ||||||||||||||||||||||||||||||||||||
Diluted earnings (loss) per share | 0.39 | 0.95 | 1.43 | 0.32 | 0.13 | (0.25) | 0.13 | 0.18 | ||||||||||||||||||||||||||||||||||||
Adjusted earnings per share - diluted | 0.44 | 0.41 | 0.32 | 0.25 | 0.12 | 0.17 | 0.19 | 0.23 | ||||||||||||||||||||||||||||||||||||
Revenue has increased since the second quarter of 2024 primarily due to the higher average realized gold and copper prices, higher molybdenum roasted and sold, and higher gold and copper sold at the Mount Milligan Mine.
Net earnings (loss) have fluctuated since the second quarter of 2024 due to a variety of factors ranging from impairment losses (reversals) to reclamation expense (recovery) and unrealized losses and gains on financial instruments. The net earnings in the first quarter of 2026 benefited from higher gold and copper prices, higher copper pounds sold, and a non-cash gain on the sale of the Company’s interest in the Greenstone Gold Mines Partnership, partially offset by an unrealized loss relating to the Additional Royal Gold Agreement, higher income tax expense and lower gold ounces.
Accounting Estimates, Policies and Changes
Accounting Estimates
The preparation of the Company’s consolidated financial statements in accordance with IFRS requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes.
Management’s estimates and underlying assumptions are reviewed on an ongoing basis. Any changes or revisions to estimates and underlying assumptions are recognized in the period in which the estimates are revised and in any future periods affected. Changes to these critical accounting estimates could have a material impact on the consolidated financial statements.
The key sources of estimation uncertainty and judgment used in the preparation of the consolidated financial statements that might have a significant risk of causing a material adjustment to the carrying value of assets and liabilities and earnings are outlined in note 4 of the consolidated financial statements for the year ended December 31, 2025.
Accounting Policies and Changes
The accounting policies applied in the unaudited condensed consolidated financial statements for the three months ended March 31, 2026 is consistent with those used in the company’s consolidated financial statements for the year ended December 31, 2025.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting
Pursuant to regulations adopted by the U.S. Securities and Exchange Commission, under the U.S. Sarbanes-Oxley Act of 2002 and those of the Canadian Securities Administrators, the Company’s management evaluates the effectiveness of the design and operation of the Company's disclosure controls and procedures, and internal control over financial reporting. This evaluation is done under the supervision of, and with the participation of, the Chief Executive Officer and the Chief Financial Officer.
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For the quarter ended March 31, 2026, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures, and internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of information disclosed in its filings, including its interim financial statements prepared in accordance with IFRS. In making this assessment, management used the criteria specified in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, believes that any disclosure controls and procedures and internal control over financial reporting, no matter how well designed and operated, can have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance that the objectives of the control system are met.
Non-GAAP and Other Financial Measures
This MD&A contains “specified financial measures” within the meaning of NI 52-112, specifically the non-GAAP financial measures, non-GAAP ratios and supplementary financial measures described below. Management believes that the use of these measures assists analysts, investors and other stakeholders of the Company in understanding the costs associated with producing gold and copper, understanding the economics of gold and copper mining, assessing operating performance, the Company’s ability to generate free cash flow from current operations and on an overall Company basis, and for planning and forecasting of future periods. However, the measures have limitations as analytical tools as they may be influenced by the point in the life cycle of a specific mine and the level of additional exploration or other expenditures a company has to make to fully develop its properties. The specified financial measures used in this MD&A do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other issuers, even as compared to other issuers who may be applying the World Gold Council (“WGC”) guidelines. Accordingly, these specified financial measures should not be considered in isolation, or as a substitute for, analysis of the Company’s recognized measures presented in accordance with IFRS.
Definitions
The following is a description of the non-GAAP financial measures, non-GAAP ratios and supplementary financial measures used in this MD&A:
•All-in sustaining costs on a by-product basis per ounce is a non-GAAP ratio calculated as all-in sustaining costs on a by-product basis divided by ounces of gold sold. All-in sustaining costs on a by-product basis is a non-GAAP financial measure calculated as the aggregate of production costs as recorded in the consolidated statements of earnings, refining and transport costs, the cash component of capitalized stripping and sustaining capital expenditures, lease payments related to sustaining assets, corporate general and administrative expenses, accretion expenses, asset retirement depletion expenses, copper and silver revenue and the associated impact of hedges of by-product sales revenue. When calculating all-in sustaining costs on a by-product basis, all revenue received from the sale of copper from the Mount Milligan Mine, as reduced by the effect of the copper stream, is treated as a reduction of costs incurred. A reconciliation of all-in sustaining costs on a by-product basis to the nearest IFRS measure is set out below. Management uses these measures to monitor the cost management effectiveness of each of its operating mines.
•All-in sustaining costs on a co-product basis per ounce of gold or per pound of copper, is a non-GAAP ratio calculated as all-in sustaining costs on a co-product basis divided by ounces of gold or pounds of copper sold, as applicable. All-in sustaining costs on a co-product basis is a non-GAAP financial measure based on an allocation of production costs between copper and gold based on the conversion of copper production to equivalent ounces of gold. The Company uses a conversion ratio for calculating gold equivalent ounces for its copper sales calculated by multiplying the copper pounds sold by estimated average realized copper price and dividing the resulting figure by estimated average realized gold price. For the three months ended March 31, 2026, 790 pounds of copper were
29
equivalent to one ounce of gold. A reconciliation of all-in sustaining costs on a co-product basis to the nearest IFRS measure is set out below. Management uses these measures to monitor the cost management effectiveness of each of its operating mines.
•Sustaining capital expenditures and Non-sustaining capital expenditures are non-GAAP financial measures. Sustaining capital expenditures are defined as those expenditures required to sustain current operations and exclude all expenditures incurred at new operations or major projects at existing operations where these projects will materially benefit the operation. Non-sustaining capital expenditures are primarily costs incurred at ‘new operations’ and costs related to ‘major projects at existing operations’ where these projects will materially benefit the operation. A material benefit to an existing operation is considered to be at least a 10% increase in annual or life of mine production, net present value, or reserves compared to the remaining life of mine of the operation. A reconciliation of sustaining capital expenditures and non-sustaining capital expenditures to the nearest IFRS measures is set out below. Management uses the distinction of the sustaining and non-sustaining capital expenditures as an input into the calculation of all-in sustaining costs per ounce and all-in costs per ounce.
•Adjusted net earnings is a non-GAAP financial measure calculated by adjusting net earnings as recorded in the consolidated statements of earnings for items not associated with ongoing operations. The Company believes that this generally accepted industry measure allows the evaluation of the results of income-generating capabilities and is useful in making comparisons between periods. This measure adjusts for the impact of items not associated with ongoing operations. A reconciliation of adjusted net earnings to the nearest IFRS measures is set out below. Management uses this measure to monitor and plan for the operating performance of the Company in conjunction with other data prepared in accordance with IFRS.
•Adjusted EBITDA is a non-GAAP financial measure calculated by adjusting net earnings as recorded in the consolidated statements of earnings by depreciation, amortization, interest, taxes and items not associated with ongoing operations. The Company believes that this generally accepted industry measure allows the evaluation of the results of income-generating capabilities and is useful in making comparisons between periods. A reconciliation of adjusted EBITDA to the nearest IFRS measures is set out below. Management uses this measure to monitor and plan for the operating performance of the Company in conjunction with other data prepared in accordance with IFRS.
•Free cash flow (deficit) is a non-GAAP financial measure calculated as cash provided by operating activities less property, plant and equipment additions. A reconciliation of free cash flow to the nearest IFRS measures is set out below. Management uses this measure to monitor the amount of cash available to reinvest in the Company and allocate for shareholder returns.
•Mining costs per tonne mined is a non-GAAP financial measure calculated by dividing the mining costs by the number of tonnes mined. Management uses these measures to monitor the cost management effectiveness of the mining process for each of its operating mines.
•Processing costs per tonne stacked is a non-GAAP financial measure calculated by dividing the processing costs by the number of tonnes milled or stacked. Management uses these measures to monitor the cost management effectiveness of the mine processing for each of its operating mines.
•Site G&A costs per tonne processed is a non-GAAP financial measure calculated by dividing the site G&A costs by the number of tonnes milled or stacked. Management uses these measures to monitor the cost management effectiveness of the site G&A process for each of its operating mines.
•On site costs per tonne processed is a non-GAAP financial measure calculated by dividing the operating expenses less changes in inventories, royalties and other costs by the number of tonnes milled or stacked. Management uses these measures to monitor the cost management effectiveness of the relevant production costs for each of its operating mines.
•Average realized gold price is a supplementary financial measure calculated by dividing the different components of gold sales (including third party sales, mark-to-market adjustments, final pricing adjustments and the fixed amount received under the Mount Milligan Mine Streaming Agreement) by the number of ounces sold. Management uses this measure to monitor its sales of gold ounces against the average market gold price.
•Average realized copper price is a supplementary financial measure calculated by dividing the different components of copper sales (including third party sales, mark-to-market adjustments, final pricing adjustments and the fixed amount received under the Mount Milligan Mine Streaming
30
Agreement) by the number of pounds sold. Management uses this measure to monitor its sales of gold ounces against the average market copper price.
•Average realized molybdenum price is a supplementary financial measure calculated by dividing the different components of molybdenum sales (including third party sales, mark-to-market adjustments and final pricing adjustments) by the number of pounds sold. Management uses this measure to monitor its sales of molybdenum pounds against the average market molybdenum price.
•Total liquidity is a supplementary financial measure calculated as cash and cash equivalents and amount available under the corporate credit facility. Credit facility availability is reduced by outstanding letters of credit. Management uses this measure to determine if the Company can meet all of its commitments, execute on the business plan, and to mitigate the risk of economic downturns.
Certain unit costs, including all-in sustaining costs on a by-product basis (including and excluding revenue-based taxes) per ounce, are non-GAAP ratios which include as a component certain non-GAAP financial measures including all-in sustaining costs on a by-product basis which can be reconciled as follows:
| Three months ended March 31, | ||||||||||||||||||||
| Consolidated | Mount Milligan | Öksüt | ||||||||||||||||||
($millions, unless otherwise specified) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Production costs attributable to gold | 120.2 | 77.7 | 60.8 | 50.7 | 59.4 | 27.0 | ||||||||||||||
| Production costs attributable to copper | 33.2 | 27.1 | 33.2 | 27.1 | — | — | ||||||||||||||
| Total production costs excluding US Moly segment, as reported | 153.4 | 104.8 | 94.0 | 77.8 | 59.4 | 27.0 | ||||||||||||||
| Adjust for: | ||||||||||||||||||||
| Third party smelting, refining and transport costs | 1.1 | 2.6 | 2.4 | 2.4 | (1.3) | 0.2 | ||||||||||||||
| By-product and co-product credits | (73.6) | (48.7) | (73.6) | (48.7) | — | — | ||||||||||||||
| Adjusted production costs | 80.9 | 58.7 | 22.8 | 31.5 | 58.1 | 27.2 | ||||||||||||||
| Corporate general administrative and other costs | 12.6 | 9.6 | — | 0.2 | 0.1 | 0.1 | ||||||||||||||
| Share-based compensation costs | 11.7 | 0.8 | — | — | — | — | ||||||||||||||
| Reclamation and remediation - accretion (operating sites) | 3.8 | 2.4 | 0.5 | 0.6 | 3.3 | 1.8 | ||||||||||||||
| Sustaining capital expenditures | 12.3 | 17.9 | 10.8 | 9.2 | 1.5 | 8.7 | ||||||||||||||
| Sustaining lease payments | 3.0 | 1.7 | 2.5 | 1.2 | 0.5 | 0.5 | ||||||||||||||
| All-in sustaining costs on a by-product basis | 124.3 | 91.2 | 36.6 | 42.7 | 63.5 | 38.3 | ||||||||||||||
| Ounces sold (000s) | 72.9 | 61.1 | 34.5 | 36.6 | 38.4 | 24.5 | ||||||||||||||
| Pounds sold (millions) | 14.9 | 12.1 | 14.9 | 12.1 | — | — | ||||||||||||||
| Gold production costs ($/oz) | 1,649 | 1,271 | 1,762 | 1,384 | 1,547 | 1,102 | ||||||||||||||
| All-in sustaining costs on a by-product basis ($/oz) | 1,705 | 1,491 | 1,060 | 1,168 | 1,653 | 1,563 | ||||||||||||||
| Gold - All-in sustaining costs on a co-product basis ($/oz) | 2,121 | 1,742 | 1,938 | 1,586 | 1,653 | 1,563 | ||||||||||||||
| Copper production costs ($/pound) | 2.23 | 2.23 | 2.23 | 2.23 | n/a | n/a | ||||||||||||||
| Copper - All-in sustaining costs on a co-product basis ($/pound) | 2.44 | 2.54 | 2.44 | 2.54 | n/a | n/a | ||||||||||||||
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Adjusted net earnings are a non-GAAP financial measure and can be reconciled as follows:
| Three months ended March 31, | |||||||||||||||||
| ($millions, except as noted) | 2026 | 2025 | |||||||||||||||
| Net earnings | $ | 79.4 | $ | 30.5 | |||||||||||||
| Adjust for items not associated with ongoing operations: | |||||||||||||||||
| Unrealized loss on financial assets relating to the Additional Royal Gold Agreement | 24.5 | 1.4 | |||||||||||||||
| Unrealized gain on sale of Greenstone Partnership | (16.1) | (6.6) | |||||||||||||||
| (Gain) loss on equity investments and other losses | (2.6) | 0.8 | |||||||||||||||
| Reclamation (recovery) expense at the Endako and Kemess Projects | (1.2) | 4.8 | |||||||||||||||
Other gain(2) | (2.1) | (3.3) | |||||||||||||||
Other deferred income tax adjustments(1) | 6.3 | (1.2) | |||||||||||||||
Adjusted net earnings | $ | 88.2 | $ | 26.4 | |||||||||||||
Net earnings per share - basic | $ | 0.40 | $ | 0.15 | |||||||||||||
Net earnings per share - diluted | $ | 0.39 | $ | 0.13 | |||||||||||||
Adjusted net earnings per share - basic | $ | 0.44 | $ | 0.13 | |||||||||||||
Adjusted net earnings per share - diluted | $ | 0.44 | $ | 0.12 | |||||||||||||
(1)Income tax adjustments reflect primarily the impact of foreign currency translation on deferred income taxes at the Öksüt Mine and Mount Milligan Mine and a drawdown on the deferred tax asset related to the Mount Milligan Mine..
(2)Relates primarily to the effect of movement in foreign currency exchange rates on the reclamation provision at the Endako Mine and the Kemess Project.
Consolidated Adjusted EBITDA, a non-GAAP performance measure and can be reconciled as follows:
| Three months ended March 31, | ||||||||||||||
| ($millions, except as noted) | 2026 | 2025 | ||||||||||||
| Net earnings | $ | 79.4 | $ | 30.5 | ||||||||||
| Adjustments: | ||||||||||||||
| Income tax expense | 53.2 | 24.8 | ||||||||||||
| Depreciation, depletion and amortization | 34.1 | 24.9 | ||||||||||||
| Interest income | (4.2) | (5.4) | ||||||||||||
| Finance costs | 4.7 | 3.9 | ||||||||||||
| Unrealized gain on sale of Greenstone Partnership | (16.1) | (6.6) | ||||||||||||
| Unrealized loss on financial assets relating to the Additional Royal Gold Agreement | 24.5 | 1.4 | ||||||||||||
| Reclamation (recovery) expense at the Endako and Kemess Projects | (1.2) | 4.8 | ||||||||||||
| (Gain) loss on equity investments and other losses | (2.6) | 0.8 | ||||||||||||
Other gain | (2.1) | (3.3) | ||||||||||||
| Adjusted EBITDA | $ | 169.7 | $ | 75.8 | ||||||||||
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Adjusted EBITDA at the Langeloth Facility is a non-GAAP measure and can be reconciled as follows:
| Three months ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net loss from operations | $ | (3.7) | $ | (1.0) | ||||||||||
Adjustments: | ||||||||||||||
| Depreciation, depletion and amortization ("DDA”) | 1.1 | 1.1 | ||||||||||||
| Interest Income | (0.2) | (0.1) | ||||||||||||
| Finance costs | 0.1 | — | ||||||||||||
Adjusted EBITDA | $ | (2.7) | $ | — | ||||||||||
Free cash flow (deficit) is a non-GAAP financial measure and can be reconciled as follows:
| Three months ended March 31, | ||||||||||||||||||||||||||||||||||||||
| Consolidated | Mount Milligan | Öksüt | US Moly | Goldfield | Other | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||
Cash provided by (used in) operating activities(1) | $ | 120.1 | $ | 58.6 | $ | 124.6 | $ | 39.4 | $ | 133.9 | $ | 50.3 | $ | (75.4) | $ | (6.0) | $ | (4.5) | $ | (1.6) | $ | (58.5) | $ | (25.1) | ||||||||||||||
| Deduct: | ||||||||||||||||||||||||||||||||||||||
Property, plant & equipment additions(1) | (71.1) | (48.6) | (18.8) | (12.0) | (1.5) | (8.7) | (41.1) | (27.9) | (6.6) | — | (3.1) | — | ||||||||||||||||||||||||||
| Free cash flow (deficit) | $ | 49.0 | $ | 10.0 | $ | 105.8 | $ | 27.4 | $ | 132.4 | $ | 41.6 | $ | (116.5) | $ | (33.9) | $ | (11.1) | $ | (1.6) | $ | (61.6) | $ | (25.1) | ||||||||||||||
(1)As presented in the Company’s condensed consolidated interim statements of cash flows.
Sustaining capital expenditures and non-sustaining capital expenditures are non-GAAP measures and can be reconciled as follows:
| Three months ended March 31, | ||||||||||||||||||||||||||||||||||||||
| Consolidated | Mount Milligan | Öksüt | US Moly | Goldfield | Other | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||
Additions to PP&E(1) | $ | 101.6 | $ | 68.1 | $ | 33.1 | $ | 23.7 | $ | 3.2 | $ | 11.9 | $ | 57.0 | $ | 32.4 | $ | 6.6 | $ | — | $ | 1.7 | $ | 0.1 | ||||||||||||||
| Adjust for: | ||||||||||||||||||||||||||||||||||||||
| Costs capitalized to the ARO assets | 0.3 | (16.8) | 1.1 | (10.0) | (1.5) | (2.8) | 0.7 | (4.0) | — | — | — | — | ||||||||||||||||||||||||||
| Costs capitalized to the ROU assets | (27.5) | (1.3) | (15.4) | (0.9) | (0.2) | (0.4) | (11.9) | — | — | — | — | — | ||||||||||||||||||||||||||
Costs relating to capitalized DDA | (4.1) | (2.0) | — | — | — | — | (4.1) | (2.0) | — | — | — | — | ||||||||||||||||||||||||||
Other(2) | (0.9) | (1.1) | (0.2) | (0.5) | — | — | (0.6) | (0.5) | — | — | (0.1) | (0.1) | ||||||||||||||||||||||||||
Capital expenditures | $ | 69.4 | $ | 46.9 | $ | 18.6 | $ | 12.3 | $ | 1.5 | $ | 8.7 | $ | 41.1 | $ | 25.9 | $ | 6.6 | $ | — | $ | 1.6 | $ | — | ||||||||||||||
| Sustaining capital expenditures | 12.6 | 18.0 | 10.8 | 9.2 | 1.5 | 8.7 | 0.3 | 0.1 | — | — | — | — | ||||||||||||||||||||||||||
| Non-sustaining capital expenditures | 56.8 | 28.9 | 7.8 | 3.1 | — | — | 40.8 | 25.8 | 6.6 | — | 1.6 | — | ||||||||||||||||||||||||||
(1)As presented in note 17 of the Company’s condensed consolidated interim financial statements.
(2)Primarily includes reclassification of insurance and capital spares from supplies inventory to PP&E.
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Costs per tonne are non-GAAP measures and can be reconciled as follows:
| Three months ended March 31, | ||||||||||||||
| Mount Milligan | Öksüt | |||||||||||||
| (in millions of US dollars, except where noted) | 2026 | 2025 | 2026 | 2025 | ||||||||||
Mining costs | $ | 33.8 | $ | 32.9 | $ | 12.3 | $ | 10.5 | ||||||
Allocation of mining costs(1) | (4.3) | (3.6) | — | (4.9) | ||||||||||
Milling costs | 37.4 | 35.0 | 7.3 | 6.1 | ||||||||||
| Site G&A costs | 14.5 | 13.1 | 10.4 | 9.3 | ||||||||||
| Change in inventory, royalties and other | 12.6 | 0.4 | 29.4 | 6.0 | ||||||||||
| Production costs | $ | 94.0 | $ | 77.8 | $ | 59.4 | $ | 27.0 | ||||||
| Ore and waste tonnes mined (000's tonnes) | 12,267 | 11,058 | 3,094 | 3,142 | ||||||||||
| Ore processed (000's tonnes) | 4,864 | 4,732 | 1,022 | 1,011 | ||||||||||
| Mining costs per tonne mined ($/tonne) | 2.75 | 2.97 | 3.99 | 3.33 | ||||||||||
| Processing costs per tonne processed ($/tonne) | 7.69 | 7.39 | 7.19 | 6.05 | ||||||||||
| Site G&A costs per tonne processed ($/tonne) | 2.97 | 2.76 | 10.27 | 9.23 | ||||||||||
| On site costs per tonne processed ($/tonne) | 17.61 | 17.10 | 29.54 | 25.65 | ||||||||||
(1)Allocation of mining costs represents allocation to TSF for the Mount Milligan Mine and capitalized stripping for the Öksüt Mine.
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Qualified Person & QA/QC
Richard Adofo, Member of the Association of Professional Geoscientists Ontario and Centerra’s Vice President, Exploration & Resource, has reviewed and approved the scientific and technical information contained in this news release. Mr. Adofo is a “qualified person” within the meaning of the Canadian Securities Administrator’s NI 43-101 Standards of Disclosure for Mineral Projects.
The Mount Milligan Mine is described in the Company’s most recent AIF and in a technical report pursuant to NI 43-101 dated October 17, 2025 (with an effective date of June 30, 2025), and both are filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar. The technical report, among other things, describes the exploration history, geology, and style of gold mineralization of the Mount Milligan deposit. Sample preparation, analytical techniques, laboratories used, and quality assurance and quality control protocols used during the exploration drilling programs are done consistent with industry standards while independent certified assay labs are used.
The Öksüt Mine is described in the Company’s most recent AIF and in a technical report pursuant to NI 43-101 dated September 3, 2015 (with an effective date of June 30, 2015), and both are filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar. The technical report, among other things, describes the exploration history, geology, and style of gold mineralization at the Öksüt deposit. Sample preparation, analytical techniques, laboratories used, and quality assurance and quality control protocols used during the exploration drilling programs are done consistent with industry standards while independent certified assay labs are used.
The Thompson Creek Mine is described in the Company’s most recent AIF and in a technical report pursuant to NI 43-101 dated September 27, 2024 (with an effective date of September 1, 2024), and both are filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar. The technical report, among other things, describes the exploration history, geology, and style of mineralization at the Thompson Creek Mine deposit. Sample preparation, analytical techniques, laboratories used, and quality assurance and quality control protocols used during the exploration drilling programs are done consistent with industry standards while independent certified assay labs are used.
35
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Paul Tomory, President and Chief Executive Officer of Centerra Gold Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Centerra Gold Inc. (the “issuer”) for the interim period ended March 31, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
a. designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
i. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
ii. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
b. designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations Internal Control Framework.
5.2 ICFR – material weakness relating to design:
N/A
5.3 Limitation on scope of design:
N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: April 29, 2026
(Signed) “Paul Tomory”
Paul Tomory
President and Chief Executive Officer
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Ryan Snyder, Executive Vice President, Chief Financial Officer of Centerra Gold Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Centerra Gold Inc. (the “issuer”) for the interim period ended March 31, 2026.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
a. designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
i. material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
ii. information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
b. designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations Internal Control Framework.
5.2 ICFR – material weakness relating to design:
N/A
5.3 Limitation on scope of design:
N/A
6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: April 29, 2026
(Signed) “Ryan Snyder”
Ryan Snyder
Executive Vice President, Chief Financial Officer