A restructuring agreement between Centerra Gold and the government of the Kyrgyz Republic would allow stateowned
Kyrgyzaltyn JSC to exchange its 32.7% equity interest in Centerra for an interest in a joint-venture company that would
own the Kumtor gold mine.

The MOU establishes a number of principles that will guide further discussions regarding the potential restructuring transaction. Among these principals, Kyrgyzaltyn would receive a 50% interest in the jointventure company that would own the Kumtor project in exchange for its 32.7% equity ownership in Centerra and $100 million that would be provided to Centerra by way of an adjustment to joint-venture distributions otherwise due to Kyrgyzaltyn. The adjustment to joint-venture distributions otherwise due to Kyrgyzaltyn would occur over 10 years beginning in 2015, with an appropriate interest rate.

All of state agency environmental claims against the Kumtor project would be resolved prior to the restructuring by Centerra’s implementation of recommendations contained in a report provided by a third-party environmental consultant.

Agreements entered into between Centerra, Kyrgyzaltyn and the government in 2009 would remain in full force and effect, including the tax regime set out in the agreements.

The board of the joint venture company would be composed of an equal number of Centerra and Kyrgyzaltyn representatives. Centerra would remain the operator/manager of the Kumtor project.

Kyrgyzaltyn would receive 6 million warrants to acquire Centerra shares, with an exercise price of C$10, exercisable for two years. Centerra expects to continue discussions regarding the issues outlined in the non-binding MOU and emphasized that, as of the date of the announcement, no assurance could be given that any transaction would be consummated.