Centerra Gold shareholders approve terms of agreement with Kyrgyzstan on Kumtor mine

BISHKEK. July 26 (Interfax) - The overwhelming majority of Centerra Gold Inc. shareholders, 96.83% of them, have supported a resolution approving the proposed plan of arrangement with the Kyrgyz authorities on the Kumtor project, the company said following a special meeting of shareholders on July 25.

"An overwhelming majority of Centerra shareholders voted in favor of the resolution approving the proposed plan of arrangement which will give effect to certain aspects of the transactions contemplated by the previously announced global arrangement agreement entered into by, among others, Centerra, Kyrgyzaltyn JSC, and the Government of the Kyrgyz Republic," Centerra Gold said.

The agreement stipulates an exchange of shares. Kyrgyzaltyn will receive 100% of the shares of the mine's developer, Kumtor Gold Company (KGC), and will transfer 26.1% of Centerra Gold shares belonging to Kyrgyzstan to the Canadian company.

A final decision from the Ontario Superior Court of Justice approving the terms of the agreement is needed among other things to conclude the transaction, Centerra said.

"The special meeting of Centerra Gold Inc. shareholders has approved the terms of the agreement on global settlement of mutual claims with Kyrgyzstan on the Kumtor gold mine," the Kyrgyz government press service said on Tuesday. Centerra is waiving the requirement to pay $29 million for a shipment of gold delivered in May 2021 and is ending all legal action against the country, the press service said.

According to the algorithm for the fulfillment of the agreement, several technical procedures remain to finalize Kumtor's transfer to the full control of Kyrgyzstan. "According to the agreement, the mine will be fully transferred to the control of the Kyrgyz party, while the Kyrgyz party retains all profit received after May 15, 2021. Centerra Gold Inc. is paying dividends of around $11 million. A one-time payment to the Kyrgyz party by Centerra Gold Inc. in the amount of $50 million has also been agreed upon," the press service said.

Management of the mine's reclamation fund is also passing to Kyrgyzstan, which is worth about $53 million.

Kyrgyz President Sadyr Japarov said on April 4 that Centerra had signed an agreement with Kyrgyzaltyn and the government.

Kumtor, one of the largest foreign investment projects in Kyrgyzstan, accounted for almost 60% of Centerra Gold's revenue in 2020. The company owned the mine and managed it through subsidiary KGC in line with a 2009 agreement with the government.

The Kyrgyz authorities hit KGC, the mine's developer, with more than $3 billion in financial claims for violating environmental and tax laws in May 2021. The Kyrgyz government's press service announced on May 18 that external management had been appointed at the mine.

Centerra initiated international arbitration to challenge the actions of the Kyrgyz government, and KGC filed for bankruptcy on May 31. The Canadian company was forced to write off $926.4 million.