|By Marketwired .||
|February 6, 2014 11:37 AM EST||
TORONTO, ONTARIO -- (Marketwired) -- 02/06/14 -- Centerra Gold Inc. (TSX:CG) announces that the Parliament of the Kyrgyz Republic has adopted a resolution today after completing a review of the previously announced non-binding Heads of Agreement (the "HOA") entered into among Centerra, the Government of the Kyrgyz Republic and Kyrgyzaltyn JSC ("Kyrgyzaltyn") in connection with a potential restructuring transaction under which Kyrgyzaltyn would exchange its 32.7% equity interest in Centerra for a 50% interest in a joint venture company that would own the Kumtor Project. The material terms of the HOA are summarized in Centerra's news release dated December 24, 2013.
While Parliament's resolution appears to support the concept of the restructuring described in the HOA, the resolution also contains a number of recommendations that are materially inconsistent with the terms of the HOA. Among other things, the resolution calls for further audits of the Kumtor operation and for the Government and the General Prosecutor's Office to continue pursuing claims for environmental and economic damages, which the Company disputes.
An unofficial translation of the Parliamentary resolution will be posted on SEDAR at www.sedar.com.
Centerra expects to engage in further discussions with the Government relating to the potential restructuring transaction reflected in the HOA and notes that any definitive agreements for a potential restructuring remain subject to required approvals in the Kyrgyz Republic, including of the Government and Parliament of the Kyrgyz Republic, the recommendation of the Centerra Special Committee and the approval of the Centerra Board, as well as compliance with all applicable legal and regulatory requirements and approvals, including a formal independent valuation and required shareholder approval.
Centerra remains committed to continuing discussions with the Kyrgyz Government; however there can be no assurance that the material differences between the Parliamentary resolution and the HOA can be resolved, that any definitive agreements will be reached between the parties or that any agreed upon transaction will receive required approvals or will be consummated. The Company can give no assurances in this regard. The inability of Centerra to successfully resolve all outstanding matters affecting the Kumtor Project would have a material adverse impact on Centerra's future cash flows, earnings, results of operations and financial conditions.
Cautionary Note Regarding Forward-looking Information
Information contained in this news release which are not statements of historical facts, and the documents incorporated by reference herein, may be "forward looking information" for the purposes of Canadian securities laws. Such forward looking information involves risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward looking information. The words "believe", "expect", "anticipate", "contemplate", "target", "plan", "intends", "continue", "budget", "estimate", "may", "will", "schedule" and similar expressions identify forward-looking information.
These forward-looking statements relate to, among other things, the outcome of the Parliamentary review of the HOA and the related resolutions, the outcome of any future negotiations between the parties, including the ability of the parties to resolve the material differences between Parliamentary recommendations and the terms of the HOA or to agree on definitive agreements and to satisfy and obtain the applicable legal and regulatory requirements and approvals required to affect the restructuring.
Although the forward-looking information in this news release reflects Centerra's current beliefs as of the date of this news release based on information currently available to management and based upon what management believes to be reasonable assumptions, Centerra cannot be certain that actual results, performance, achievements, prospects and opportunities, either expressed or implied will be consistent with such forward-looking information. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable by Centerra, are inherently subject to significant political, business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking information. Factors that could cause actual results or events to differ materially from current expectations include, among other things, political and regulatory risks, including the political risks associated with the Company's principal operations in the Kyrgyz Republic, resource nationalism, the impact of changes in, or to the more aggressive enforcement of, laws, regulations and government practices in the jurisdictions in which the Company operates, the impact of any actions taken by the Kyrgyz Republic Government and Parliament as a result of the Kyrgyz State Commission on Kumtor, any impact on the purported cancellation of Kumtor's land use rights at the Kumtor Project, the impact of changes to, or the increased enforcement of, environmental laws and regulations relating to the Company's operations; risks relating to the Company's ability to enforce its legal rights, risks associated with having a significant shareholder, and possible director conflicts of interest. There may be other factors that cause results, assumptions, performance, achievements, prospects or opportunities in future periods not to be as anticipated, estimated or intended. See "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2012 available on SEDAR at www.sedar.com.
There can be no assurances that forward looking information and statements will prove to be accurate, as many factors and future events, both known and unknown could cause actual results, performance or achievements to vary or differ materially, from the results, performance or achievements that are or may be expressed or implied by such forward looking statements contained herein or incorporated by reference. Accordingly, all such factors should be considered carefully when making decisions with respect to Centerra, and prospective investors should not place undue reliance on forward looking information. Forward looking information is as of February 6, 2014. Centerra assumes no obligation to update or revise forward looking information to reflect changes in assumptions, changes in circumstances or any other events affecting such forward looking information, except as required by applicable law.
Centerra Gold Inc. is a gold mining company focused on operating, developing, exploring and acquiring gold properties primarily in Asia, the former Soviet Union and other emerging markets worldwide. Centerra is the largest Western-based gold producer in Central Asia. Centerra's shares trade on the Toronto Stock Exchange (TSX) under the symbol CG. The Company is based in Toronto, Ontario, Canada.
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