392_FINAL CENTERRA to pre-press_March 18.qxp_Centerra 2019-03-25 7:20 PM Page 1
CENTERRA GOLD INC.
A GROWING PLATFORM
CENTERRA GOLD INC. ANNUAL REPORT 2018
392_FINAL CENTERRA to pre-press_March 18.qxp_Centerra 2019-03-25 7:20 PM Page 2
> $108 MILLION NET EARNINGS,
$217 MILLION CASH GENERATED
FROM OPERATIONS
> CENTERRA GOLD EXCEEDED
2018 CONSOLIDATED PRODUCTION
AND COST GUIDANCE
CORPORATE HIGHLIGHTS
> Internationally Diversified Gold Producer
> 2018 Gold Production 730,000 ounces, Copper Production 47.1 million pounds at AISC1
of $754 per ounce
> Portfolio optimization:
> Sold royalty assets for $155 million
> Sold silver stream on Kemess Project for $45 million
> Sold Mongolian business unit for $35 million
> January 2018, Completed Acquisition of AuRico Metals Inc. adding the Kemess Project to
the Company’s pipeline of projects
> Commenced Öksüt Mine construction in March 2018, first gold pour expected Q1, 2020
> Significant Operational Cash Flow Profile; Cash generated from operations totalled $217.5 million
for the year (including $291.0 million from Kumtor and $37.4 million from Mount Milligan)
> Cash balance of $152 million and total liquidity of $641 million, at December 31, 2018
> Positive Retained Earnings of $1.17 billion at year-end
> Mount Milligan received approvals in February 2019 for additional water access over a three-year
period which will allow processing operations to return to full capacity so Mount Milligan can
realize its full potential
1) All-in sustaining costs on a by-product basis per ounce sold excluding taxes (AISC) is a non-GAAP measure discussed under
“Non-GAAP Measures” in the Company’s Management’s Discussion and Analysis accompanying this Annual Report.
Corporate Profile
the Kumtor Mine in the Kyrgyz
properties such as Öksüt, Kemess
Cautionary Note Regarding
Management’s Discussion and Analysis
Centerra Gold (“Centerra”) is a
Republic and is building its next gold
Underground, Kemess East and
Forward-looking Statements
(MD&A) included in this Annual Report
Canadian-based gold mining company
mine, the Öksüt Gold Mine in Turkey.
Greenstone, add additional
Such forward-looking information
and the Company’s most recent
engaged in operating, developing,
In 2018, Centerra produced
exploration properties and exploration
involves risks, uncertainties and other
Annual Information Form which is
acquiring and exploring gold
729,556 ounces of gold and
joint ventures and continue to increase
factors that could cause actual results,
available on SEDAR.
properties in North America, Asia and
47.1 million pounds of copper from
its reserves and resources.
performance, prospects and
All dollar amounts are expressed in
other markets worldwide and is one
its two operations.
Centerra’s shares trade on the
opportunities to differ materially from
U.S. dollars in this report, except as
of the largest Western-based gold
Centerra’s objectives are to build
Toronto Stock Exchange (TSX)
those expressed or implied by such
otherwise indicated.
producer in Central Asia.
shareholder value by maximizing
under the symbol CG. The Company
forward-looking information, see
Information is given as of
The Company operates two
the potential of its current properties,
is headquartered in Toronto, Ontario,
page 56. For a detailed discussion of
December 31, 2018 unless otherwise
flagship assets, the Mount Milligan
deliver profitable growth through
Canada.
such risks and other factors, see the
specified.
Mine in British Columbia, Canada and
the development of its late-stage
CENTERRA GOLD INC. Annual Report 2018
392_FINAL CENTERRA to pre-press_March 18.qxp_Centerra 2019-03-25 7:20 PM Page 3
U.S.
2%
Turkey
10%
Consensus Broker
Net Asset Value
Breakdown
Kyrgyz
Republic
34%
Canada
54%
A GROWING
PLATFORM
Under Construction
Development
Operations
KUMTOR / MOUNT MILLIGAN
ÖKSÜT GOLD PROJECT
KEMESS / GREENSTONE
> MEANINGFUL CASH FLOW GENERATED
> INVESTING IN OUR GROWTH PIPELINE
FROM OPERATIONS TOTALLED $217 MILLION
OF PROJECTS TO DELIVER GROWTH AND DIVERSIFY RISK
> Two flagship operating mines,
Öksüt Gold Project
> A growth pipeline of development
Kumtor Mine and Mount Milligan
> Located in Turkey
properties to deliver additional
Mine, produced solid cash flows and
> Expected first gold pour in the first
diversified growth. Promising
earnings, with low costs and high
quarter of 2020
exploration properties and joint
margins
> In construction and 38% complete
ventures in Canada, Finland,
> Production exceeded 2018
at 2018 year-end
Mexico, Sweden and Turkey
guidance as well as costs beat the
> Outstanding Safety record:
Kemess Project
low-end of cost guidance
+1 million hours of no lost-time
> C$1 billion of infrastructure in place
> Three-year water approvals received
injuries
> Brownfields opportunity reduces risk
at Mount Milligan in February 2019
> $150 million low-cost financing
Greenstone Gold Property
> Strategic Agreement with the
in-place
> Partnership received EA approval
Government of the Kyrgyz Republic
expected to close by May 31, 2019
1,400
1,200
1,000
800
600
400
200
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s
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U
(
e
c
i
r
p
d
l
o
G
by the Canadian Environmental
Assessment Agency for the
Hardrock Project
> Signed Long-term Relationship
Agreements with Long Lake #58
First Nation and the Metis Nation
of Ontario
Current
Future
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04
05
06
07
08
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11
12
13
14
15
16
17
18
16
17
18
19E
Total
Retained Earnings Profile
(cid:1) Retained earnings
●
(cid:1) Cumulative Dividends
(cid:1) Gold Price
•
Gold Production
(cid:1) Kumtor (cid:1) Mount Milligan
●
Profitably Growing Gold Production
(cid:1) Construction (cid:1) Development
CENTERRA GOLD INC. Annual Report 2018
392_FINAL CENTERRA to pre-press_March 18.qxp_Centerra 2019-03-25 7:20 PM Page 4
KUMTOR SB ZONE DELIVERS AGAIN
Kumtor produced 228,096 ounces of gold in
the fourth quarter of 2018 as higher grades from
the SB Zone resulted in the highest quarterly
production since the fourth quarter of 2014.
MOUNT MILLIGAN KEEPS MILLING
Mount Milligan produced 60,271ounces of
gold and 11.8 million pounds of copper in
the fourth quarter of 2018. Three-year water
access approved for Mount Milligan will
return mill processing to full capacity.
basis of $694 per ounce sold1. At Mount Milligan,
the mine achieved the upper end of both its gold
and copper production guidance in 2018, producing
CEO’S MESSAGE
2018 was another busy year for Centerra Gold.
We completed the friendly acquisition
and integration of AuRico Metals Inc. which added the
Kemess Project, a de-risked late-stage brownfield
194,993 ounces of gold and 47.1 million pounds of
project in British Columbia, to our growth pipeline, we
restructured our debt into a new four-year $500 million
copper, and beat its all-in sustaining cost guidance on a
by-product basis at $764 per ounce sold1. In February
corporate credit facility, we commenced construction of
2019, Mount Milligan received approvals to access
the Öksüt Project in Turkey, sold the Company’s gold
additional sources of surface water and groundwater
royalty portfolio for $155 million, sold a silver stream on
over a three-year period which will allow its processing
the Kemess Project for $45 million, divested our
operations to return to full capacity and pave the way
Mongolian business unit for $35 million, received the
for the mine to realize its full potential.
construction permit for the Kemess Project, and at our
Financially in 2018, Centerra reported net
Greenstone Partnership, two long-term relationship
earnings of $107.5 million or $0.37 per share (basic)
agreements were signed and the project received its
federal environmental assessment approval. We achieved
and generated $336.6 million of cash from operations
before changes in working capital1 for the year. In terms
good overall safety and environmental performance
of cash flow after working capital on a Company-wide
in 2018 and our Öksüt construction project achieved
basis, we generated approximately $217.5 million or
a significant milestone in November attaining over
$0.75 per share. At the actual operating asset level,
1,000,000 employee hours lost-time injury free.
During 2018, Centerra exceeded its overall 2018
the Kumtor mine generated $128 million of free cash
flow1 and Mount Milligan generated $2.5 million,
production and cost guidance, producing 729,556 ounces
reflecting the reduced throughput levels experienced
of gold at all-in sustaining costs on a by-product basis of
$754 per ounce sold1. Kumtor had another strong year
exceeding its revised gold production guidance and
during the year at Mount Milligan. This enabled the
Company to aggressively pay down its debt in the fourth
quarter of 2018 by approximately $139 million
beating its cost guidance, delivering 534,563 ounces of
($105 million over the full year), ending the year with
gold production at all-in-sustaining cost on a by-product
net debt of $46.0 million (excluding restricted cash of
1 Non-GAAP measure, see discussion under “Non-GAAP Measures”.
$27.5 million). At the end of the year, the Company
CENTERRA GOLD INC. Annual Report 2018
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ÖKSÜT GOLD PROJECT – ON BUDGET – ON SCHEDULE
38% complete at 2018 year-end with over 1,000,000 hours
lost-time injury free, the project is on time and on budget and
the Company continues to expect that the first gold pour from
the Öksüt Project will occur in the first quarter of 2020.
reported $152 million of cash, cash equivalents and
discharge system, continue to maintain the site, progress
short-term investments.
detailed engineering and complete optimization studies
Looking forward in 2019, our main focus will be on
on the project.
the construction of the Öksüt Project and to deliver this
At the Greenstone Gold Property, our 50-50 joint
project on time and on budget, with anticipated first gold
venture with Premier Gold, the 2019 program will focus
production in the first quarter of 2020. This will represent
on optimizing the economics of the Hardrock Project
our third operating asset and a third source of profitable
and continuing to de-risk the project through detailed
production.
engineering on the higher-risk areas to confirm and
At Kumtor we will continue to work with the
optimize the capex and operating costs. Also, the project
Government of the Kyrgyz Republic to pursue completion
will continue to advance and finalize long-term
of the Strategic Agreement by May 31, 2019, after
relationship agreements with the local indigenous groups
making significant progress in January 2019 in satisfying
and work on permit applications as we wait for the
the remaining conditions precedent to completion of
provincial approval of the project’s environmental
the Strategic Agreement, including the re-issuance of
assessment.
Kumtor’s land use certificates and the resolution of a tax
We will continue our commitment to global
claim affecting Kumtor.
exploration, with an exploration budget of $30 million
At Mount Milligan, having received approvals for
in 2019. The majority of the spending, $20 million, will be
access to additional sources of water, we have begun
for brownfields exploration at Kumtor, Mount Milligan,
upgrading the water pumping infrastructure at Philip
Öksüt and Kemess to add to the resource base and
Lake, Rainbow and Meadows Creeks to be in a position
convert resources into reserves. Exploration and business
to pump water from such sources in the upcoming spring
development activities will focus on our existing
melt which is expected in April 2019. We expect the
properties and joint ventures in Canada, Finland, Mexico,
additional water captured during the spring melt should
Sweden, Turkey, and expand into new regions to meet
be sufficient to allow Mount Milligan to return to full mill
the long-term growth targets of Centerra.
processing capacity.
For 2019 we are estimating Company-wide gold
At Kemess we will focus on advancing the
production to be in the range of 690,000 to
construction of a water treatment plant and water
740,000 ounces. Additionally, we are expecting
CENTERRA GOLD INC. Annual Report 2018
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KEMESS ADDS TO OUR PIPELINE OF GROWTH
C$1 billion of infrastructure in place, and Kemess
Underground and Kemess East will further grow
our pipeline of projects. Advantageous location
due to its proximity to Mount Milligan.
GREENSTONE
ONE OF CANADA’S LARGEST UNDEVELOPED OPEN PIT GOLD MINES
The 2019 program includes detailed engineering on higher risk areas
to confirm and optimize the capex, operating costs and mine plan
updates, infill drilling to further improve accuracy of resource model,
and advance long-term relationships with indigenous groups,
environmental and community relations support.
65 million to 75 million pounds of payable copper
next gold mine, with an expected first gold pour to be in
production from Mount Milligan for the year.
the first quarter of 2020. Also, approximately $26 million
The Company’s guidance assumes reduced mill
of growth capital is planned at the Kemess Project
throughput in the first quarter of 2019 at Mount Milligan
and $21 million at the Greenstone Gold Property for
to properly manage its water balance until the spring
pre-construction activities. Total capitalized stripping
melt runoff. In the second half of 2019, we expect
costs related to the development of the open pit at
Mount Milligan to achieve an average daily mill
Kumtor in 2019 are estimated to be $108 million, of
throughput of approximately 55,000 tonnes per calendar
which $88 million is the cash component.
day. At Kumtor, we are expecting gold production to be
With our corporate credit facility, existing cash
evenly weighted for the first three quarters of 2019, with
reserves and our expectation for continued profitable
the fourth quarter representing approximately 28 percent
production, we believe that our business plan and future
of Kumtor’s full year gold production forecast.
growth can all be funded internally.
Company-wide, our all-in sustaining costs on a
by-product basis1 for 2019 are expected to be in the
We congratulate our employees for their continued
commitment to maintaining the highest safety, health and
range of $723 to $775 per ounce sold. “All-in sustaining
environmental standards at our mines and for achieving
costs” is a non-GAAP measure and includes our
the production goals of the Company. We look forward
sustaining capital and corporate costs on a consolidated
to another strong year of profitable production at Kumtor
basis, but excludes growth capital and taxes. It is more
and Mount Milligan, constructing the Öksüt Project in
fully described in “Non-GAAP Measures” in the
Turkey, advancing the Kemess Underground Project in
accompanying Management’s Discussion and Analysis.
British Columbia, continuing to de-risk the Greenstone
We will continue to invest in our properties in 2019.
Gold Project, and, lastly, expanding our exploration
Total capital expenditures excluding capitalized stripping
program into new regions.
are estimated to be $275 million, which includes
$91 million of sustaining capital and $184 million of
growth capital. The majority of the growth capital,
approximately $123 million, will be spent at the Öksüt
Scott G. Perry
President and
Project in Turkey as we complete the construction of our
Chief Executive Officer
CENTERRA GOLD INC. Annual Report 2018
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FINANCIAL AND OPERATING HIGHLIGHTS
SELECTED ANNUAL INFORMATION ($ millions except as noted)
Revenue
Earnings from mine operations
Revenue-based taxes
Exploration and business development
Thompson Creek Metals Inc. acquisition and
integration expenses
AuRico Metals Inc. acquisition and integration expenses
Corporate administration
Reclamation expense
Kyrgyz Republic settlement
Earnings from operations
Net earnings from continuing operations (2)
Net loss from discontinued operations (2)
Net earnings
Earnings per share – $ per share (basic)
Cash provided by operations
Cash flow per share – $ per share
Cash, cash equivalents and short-term investments
(including restricted cash)
Total assets
Gold produced – ounces
Gold sold – ounces
Copper produced – 000’s payable pounds
Copper sales – 000’s payable pounds
Adjusted operating costs – $ per oz sold (1)
All-in sustaining costs on a by-product basis – $ per oz sold (1)
All-in sustaining costs on a by-product basis
including taxes – $ per oz sold (1)
Average realized gold price (consolidated) – $ per oz sold (1)
2018
1,129
343
93
22
–
5
30
40
–
99
113
(6)
108
0.37
217
0.75
179
2,827
729,556
709,330
47,091
44,370
440
754
889
1,175
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2017
1,199
499
97
11
2
2
38
–
60
259
252
(42)
210
0.72
501
1.72
417
2,772
785,316
792,466
53,596
59,719
331
687
815
1,171
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
20162
758
331
96
13
12
–
28
–
–
167
–
–
152
0.60
371
1.48
409
2,655
598,677
580,496
10,399
9,467
346
682
849
1,228
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
(1) Adjusted operating costs per ounce sold, all-in sustaining costs on a by-product basis per ounce sold, all-in costs on a by-product basis including taxes per ounce
sold and average realized gold price (consolidated) per ounce sold, are non-GAAP measures and are discussed under “Non-GAAP Measures” in the Management’s
Discussion and Analysis accompanying this Annual Report.
(2) 2016 results include results from Thompson Creek Metals operations (Mount Milligan and the Molybdenum group) from the date of acquisition (October 20, 2016)
to December 31, 2016, and are not adjusted for the discontinued operations presentation of the Mongolian Business Unit.
(3) For further information regarding gold mineral reserves, grades and quantities, see the Company’s news release dated February 22, 2019.
GOLD MINERAL RESERVES(3)
(as at December 31)
(Millions of contained ounces of gold)
16.0
16.3
14.2
8.4
7.7
17.5
15.0
12.5
10.0
7.5
5.0
2.5
0.0
GOLD PRODUCTION
(Thousands of ounces)
ALL-IN SUSTAINING COSTS (1)
($ per ounce sold)
852
814
754
682
687
785
730
621
599
537
900
750
600
450
300
150
0
900
800
700
600
500
400
300
200
100
0
14
15
16
17
18
14
15
16
17
18
14
15
16
17
18
CENTERRA GOLD INC. Annual Report 2018
Centerra Gold Inc.
Management’s Discussion and Analysis (“MD&A”)
For the Period Ended December 31, 2018
This Management Discussion and Analysis (“MD&A”) has been prepared as of February 22, 2019, 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 and twelve months ended December 31, 2018 in comparison
with the corresponding periods ended December 31, 2017. This discussion should be read in conjunction
with the Company’s audited financial statements and the notes thereto for the year ended December 31,
2018 prepared in accordance with International Financial Reporting Standards (“IFRS”). 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 “Risk Factors”
and “Caution Regarding Forward-Looking Information” in this discussion. All dollar amounts are
expressed in United States dollars (“USD”), except as otherwise indicated. Additional information about
Centerra, including the Company’s most recently filed Annual Information Form, is available at
www.centerragold.com and on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at
www.sedar.com.
All references in this document denoted with NG, indicate a non-GAAP term which is discussed
under “Non-GAAP Measures” and reconciled to the most directly comparable GAAP measure.
CENTERRA GOLD INC. ANNUAL REPORT 20181
TABLE OF CONTENTS
Overview .........................................................................................................................................3
Economic Indicators ......................................................................................................................5
Liquidity..........................................................................................................................................7
Mineral Reserves and Mineral Resources ...................................................................................9
Consolidated Financial and Operational Highlights ................................................................13
Overview of Consolidated Results ....................................................................................14
Cash Generation and Capital Management ....................................................................16
Financial Instruments ..................................................................................................................17
Operating Mines and Facilities ...................................................................................................19
Consolidated Fourth Quarter Results – 2018 Compared to 2017 ...........................................28
Construction and Development Projects ...................................................................................29
Balance Sheet ................................................................................................................................32
Contractual Obligations ..............................................................................................................33
Other Financial Information –Related Party Transactions.....................................................34
Quarterly Results – Previous Eight Quarters ...........................................................................35
Other Corporate Developments..................................................................................................36
Accounting Estimates, Policies and Changes ............................................................................39
Disclosure Controls and Procedures/Internal Control Over Financial Reporting ................40
2019 Outlook.................................................................................................................................40
Non-GAAP Measures ..................................................................................................................47
Qualified Person & QA/QC ........................................................................................................54
Risks That Can Affect Our Business ..........................................................................................55
Caution Regarding Forward-Looking Information .................................................................56
CENTERRA GOLD INC. ANNUAL REPORT 20182 Overview
Centerra is a Canadian-based gold mining company focused on operating, developing, exploring and
acquiring gold properties worldwide and is one of the largest Western-based gold producers in Central Asia.
Centerra’s principal operations are the Kumtor Gold Mine located in the Kyrgyz Republic and the Mount
Milligan Gold-Copper Mine located in British Columbia, Canada. The Company is currently constructing
its next gold mine, the Öksüt Project in Turkey and has two promising development properties in Canada
as well as exploration joint ventures or properties in Canada, Finland, Mexico, Sweden, Turkey and the
United States.
Centerra’s common shares are listed for trading on the Toronto Stock Exchange under the symbol CG. As
of February 22, 2019, there are 292,123,716 common shares issued and outstanding and options to acquire
4,981,701 common shares outstanding under its stock option plan.
As of December 31, 2018, Centerra’s significant subsidiaries are as follows:
Entity
Kumtor Gold Company (“KGC”)
Thompson Creek Metals Company Inc.
Property - Location
Kumtor Mine - Kyrgyz
Republic
Mount Milligan Mine -
Canada
Current
Status
Property
Ownership
2018
2017
Operation
Operation
100%
100%
100%
100%
Langeloth Metallurgical Company LLC
Langeloth - United States
Operation
100%
100%
(Molybdenum Processing Plant)
Öksüt Madencilik A.S. (“OMAS”)
Öksüt Project - Turkey
Development
100%
100%
AuRico Metals Inc
Kemess Project - Canada
Pre-
development
100%
0%
Greenstone Gold Mines LP
Thompson Creek Mining Co.
Greenstone Gold Property
- Canada
Pre-
development
Thompson Creek Mine -
United States
Care and
Maintenance
50%
50%
100%
100%
Thompson Creek Metals Company Inc.
Endako Mine - Canada
Care and
Maintenance
75%
75%
As at December 31, 2018, the Company has also entered into agreements to earn an interest in joint venture
exploration properties located in Canada, Mexico and Finland. In addition, the Company has exploration
properties in Canada, Turkey and the United States and has strategic alliance agreements with partners to
evaluate potential gold opportunities in West Africa and Sweden.
Substantially all of Centerra’s revenues are derived from the sale of gold and copper. The Company’s
revenues are derived from gold and gold/copper concentrate production from its mines and gold and copper
prices realized upon the sale of these products. Gold doré production from the Kumtor mine is purchased
by Kyrgyzaltyn JSC (“Kyrgyzaltyn”), a Kyrgyz Republic state owned refinery and significant shareholder
of Centerra, for processing at its refinery in the Kyrgyz Republic while gold and copper concentrate
produced by the Mount Milligan mine in Canada is sold to various smelters and off-take purchasers.
CENTERRA GOLD INC. ANNUAL REPORT 20183 The Mount Milligan Mine in Canada is subject to a streaming arrangement whereby RGLD Gold AG and
Royal Gold Inc. (collectively “Royal Gold”) is entitled to purchase 35% of the gold and 18.75% of the
copper produced from the Mount Milligan Mine for $435 per ounce of gold delivered and 15% of the spot
price per metric tonne of copper delivered (the “Mount Milligan Streaming Arrangement”).
The Company’s costs are comprised primarily of operating costs at the Kumtor and Mount Milligan mines
and the Langeloth molybdenum processing facility, project development costs at the Öksüt Gold Project,
the Kemess Project and the Greenstone Gold Property, care and maintenance costs at the Company’s
molybdenum mines (Endako Mine and Thompson Creek Mine), exploration expenses relating to the
Company’s own projects and its earn-in projects, administrative costs from offices worldwide and
depreciation, depletion and amortization (“DD&A”).
There are many operating variables that affect the cost of producing an ounce of gold and a pound of copper.
In the mine, unit costs are influenced by the ore grade and the stripping ratio. The stripping ratio is the ratio
of the tonnage of waste material which must be removed per tonne of ore mined. Ore grade refers to the
amount of gold and/or copper contained in a tonne of ore. The significant costs of mining include labour,
diesel fuel and equipment maintenance.
At the mill, costs are impacted by the ore grade and the metallurgical characteristics of the ore, which can
impact gold and copper recovery. For example, a higher-grade ore would typically result in a lower unit
production cost. The significant costs of milling are labour, energy, grinding media, reagents, consumables
and mill maintenance.
Mining and milling costs are also affected by the cost of labour, which depends mostly on the availability
of qualified personnel in the region where the operations are located, the wages in those markets, and the
number of people required. Mining and milling activities involve the use of many materials. The varying
costs of acquiring these materials and the amount used in the processing of the ore also influence the cash
costs of mining and milling. The non-cash costs (namely DD&A) are influenced by the amount of capital
costs related to the mine’s acquisition, development and ongoing capital requirements and the estimated
useful lives of capital items.
The Company’s 2018 production costsNG at its two operating mines totaled $598 million compared to $592
million in 2017. Production costs at Kumtor were 2.2% higher than 2017 ($368 million in 2018 compared
to $360 million in 2017). The increase reflects the impact of higher mining costs, especially for diesel fuel
(higher input prices and consumption). At Mount Milligan, production costs in 2018 were $230 million,
similar to 2017, reflecting higher labour and environmental consulting costs, offset by lower drill and blast
costs.
Over the life of each mine, another significant cost that must be planned for is the closure, reclamation and
decommissioning of each operating site. In accordance with standard practices for international mining
companies, Centerra carries out remediation and reclamation work during the operating period of the mine,
where feasible, in order to reduce the final decommissioning costs. Nevertheless, the majority of
rehabilitation work can only be performed following the completion of mining operations. Centerra’s
practice is to record the estimated final decommissioning costs based on conceptual closure plans, and to
accrue these costs according to the principles of IFRS. Kumtor has established a reclamation trust fund to
pay for these costs from the revenues generated over the life of the mine. As required by Canadian
provincial laws and US federal and state laws, the Company has provided reclamation bonds for mine
closure obligations at its Canadian and U.S. sites.
CENTERRA GOLD INC. ANNUAL REPORT 20184 The Company reports the results of its operations in U.S. dollars, however not all of its costs are incurred
in U.S. dollars. As such, the movement in exchange rates between currencies in which the Company incurs
costs and the U.S. dollar also impact reported costs of the Company.
Economic Indicators
Gold Price
The average quarterly gold spot price of $1,229 in the fourth quarter of 2018 was slightly above the
quarterly average low point of $1,213 reached in the third quarter of 2018. The average gold spot price for
2018 was $1,269 per ounce, an increase of 1% over the average in 2017.
Copper Price
The average quarterly copper spot price dropped in the fourth quarter of 2018 to $2.80 per pound, a 11%
decrease compared to the high of $3.16 per pound reached in the first quarter of the year. The average
copper spot price for 2018 was $2.96 per pound, an increase of 6% over the average in 2017.
Currency
Figure A
20%
10%
0%
-10%
-20%
-30%
-40%
-50%
-60%
-70%
Key Currencies vis-à-vis the US Dollar
(source: Bloomberg, National Bank of the Kyrgyz Republic)
Canadian Dollar
Kyrgyz Som
Turkish Lira
7
1
-
n
a
J
7
1
-
b
e
F
7
1
-
r
a
M
7
1
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r
p
A
7
1
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y
a
M
7
1
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n
u
J
7
1
-
l
u
J
7
1
-
g
u
A
7
1
-
p
e
S
7
1
-
t
c
O
7
1
-
v
o
N
7
1
-
c
e
D
8
1
-
n
a
J
8
1
-
b
e
F
8
1
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r
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M
8
1
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p
A
8
1
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y
a
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g
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p
e
S
8
1
-
t
c
O
8
1
-
v
o
N
8
1
-
c
e
D
Canadian Dollar
The Canadian Dollar (C$) exhibited a sustained downward trend in 2018, depreciating 8.5% relative to the
U.S. Dollar and reaching C$1.36 per U.S. Dollar in December 2018 (December 31, 2017 C$1.26 per U.S.
Dollar).
Kyrgyz Som
The Kyrgyz Som to U.S. Dollar exchange rate depreciated 1% over 2018. The Som value is driven by the
economic growth and inflation expectations in the Kyrgyz Republic and influenced by the currencies of its
main trading partners, mainly Russia and Kazakhstan.
CENTERRA GOLD INC. ANNUAL REPORT 20185 Turkish Lira
The Turkish Lira (“TRY”) depreciated markedly in 2018, closing on December 31, 2018 at 5.29 per U.S.
Dollar from 3.8 at December 31, 2017 (a deprecation of 39%). Following the United States’ announcement
of doubling tariffs on Turkish steel and aluminum, the USD-TRY rate increased to 7.24 on August 13,
2018, the highest level in the last 30 years, and subsequently decreased prior to the end of the year.
Foreign Exchange Transactions
The Company generates its revenues through the sale of gold, copper and molybdenum in U.S. Dollars. The
Company has significant operations in Canada (including its corporate head office), the Kyrgyz Republic,
Turkey and the United States. During 2018, the Company incurred combined expenditures (including
capital) of approximately $1,768 million. Approximately $624 million of this (35%) was in currencies
other than the U.S. dollar. The percentage of Centerra’s non-U.S. Dollar costs by currency was as follows:
Figure B
2018 Non-USD Currency Outflows
TRY
2%
EUR
4%
CAD
52%
SOM
40%
MNT
1%
GBP
1%
In 2018, Centerra’s non-U.S. dollar costs consisted
of 52% Canadian Dollars, 40% Kyrgyz Soms, 4%
Euros, 1% Mongolian Tugrik, 1% British Pound,
and 2% Turkish Lira. The net impact of the
currency movements in the year ended December
31, 2018, after factoring in the balances in non-
USD currencies held at the beginning of the year,
was to decrease annual costs by $14.5 million
(increase of $9.1 million in the year ended
December 31, 2017), inclusive of the currency
hedging cost of $0.3 million ($1.2 million gain for
the year ended December 31, 2017).
Diesel Fuel Prices
One of the more significant movements in commodity prices in 2018 was the decline in the West Texas
Intermediate (“WTI”) and Brent crude oil prices in the last quarter of the year.
According to the U.S. Energy Information Administration, Brent crude oil prices averaged $71/bbl in 2018,
ending the year at $54/bbl (a decrease of $13/bbl from the end of 2017). WTI crude oil prices averaged
$65/bbl in 2018, ending the year at $45/bbl (a decrease of $15/bbl from December 31, 2017).
Fuel costs represent a significant cost component for Centerra’s mining operations. Prices for Kumtor diesel
fuel in 2018 generally reflected the price movements of Brent crude oil. The purchase price for diesel fuel
for Kumtor in 2018 increased 26% when compared to 2017, averaging $0.53/l for the year. Kumtor sources
its fuel from Russia either directly or through Kyrgyz distributors. Kumtor’s diesel prices include additional
costs such as seasonal premiums for winterizing the diesel fuel and transportation costs from the Russian
refineries. The increase in price was partially offset by the Company’s diesel hedging program, which offset
costs with a $2.2 million gain in 2018.
To manage its exposure to fluctuations in diesel fuel prices, the Company has established a diesel fuel price
hedge program. See “Financial Instruments – Fuel Hedges”.
CENTERRA GOLD INC. ANNUAL REPORT 20186 Liquidity
Financial liquidity provides the Company with the ability to fund future operating activities and
investments. The Company’s financial risk management policy focuses on cash preservation, while
maintaining the liquidity necessary to conduct operations on a day-to-day basis and advance the Company’s
pre-development and development projects. The Company manages counterparty credit risk, in respect of
cash and short-term investments, by maintaining bank accounts with highly-rated U.S. and Canadian banks
and investing only in highly-rated Canadian and U.S. Government bills, term deposits or banker’s
acceptances with highly-rated financial institutions, and corporate direct credit of highly-rated, highly-
liquid issuers.
Centerra generated $217.5 million in cash from operations in 2018 and has a balance of cash, cash
equivalents and short-term investments of $151.7 million as at December 31, 2018.
As at December 31, 2018, the Corporate Facility (defined below), had an outstanding balance of $111
million at December 31, 2018, after net repayments of $79 million in 2018 (outstanding balance as at
December 31, 2017 - $190 million). At December 31, 2018, the unutilized balance available to the Company
under the Corporate Facility was $389 million.
In the second quarter of 2018, after satisfying all of the required conditions precedent, the Company began
drawing on the $150 million OMAS Facility (defined below) relating to the Öksüt Project. As at December
31, 2018, the Company had drawn $49.7 million under the facility, leaving $100.3 million unutilized and
available (see Credit Facilities – OMAS Facility).
The Company believes its cash on hand, cash flow from the Company’s Kumtor and Mount Milligan
operations and cash from the Company’s existing credit facilities will be sufficient to fund its anticipated
operating, construction and development cash requirements through to the end of 2019. See “Risks
affecting our Business” and “Caution Regarding Forward-Looking Information”.
Capital Management
The Company’s primary objective with respect to its capital management is to provide returns for
shareholders by ensuring that it has sufficient cash resources to maintain its ongoing operations, pursue and
support growth opportunities, continue the development and exploration of its mineral properties, while
satisfying debt repayment requirements and other obligations.
Management is aware that market conditions, driven primarily by metal prices, may limit the Company’s
ability to raise additional funds. The Company is also required to maintain a number of financial covenants
as part of its credit facilities, which may limit the Company’s ability to access future funding. These and
other factors are considered when shaping the Company’s capital management strategy.
Credit Facilities
Centerra was in compliance with the terms of all of its credit facilities at December 31, 2018 and throughout
2018.
CENTERRA GOLD INC. ANNUAL REPORT 20187 Centerra Revolving Term Corporate Facility
In the first quarter of 2018, the Company entered into a new $500 million four-year senior secured revolving
credit facility (the "Corporate Facility"). with a lending syndicate led by The Bank of Nova Scotia and
National Bank of Canada. The Corporate Facility is an amendment and restatement of a credit facility
entered into by Centerra B.C. Holdings Inc. (the “Centerra B.C. Facility”), which had been entered in
connection with the acquisition of Thompson Creek in October 2016, and also replaced the AuRico
acquisition and EBRD facilities. The Corporate Facility is for general corporate purposes, including
working capital, investments, acquisitions and capital expenditures. Funds drawn under the Corporate
Facility are available to be re-drawn on a quarterly basis, at the Company’s discretion, and repayment of
the loaned funds may be extended until February 2022.
As at December 31, 2018, the Corporate Facility had a drawn balance of $111 million.
OMAS Facility
In the second quarter of 2018, OMAS, a wholly-owned subsidiary of the Company that owns the Öksüt
Project, satisfied all conditions precedent required under the $150 million five-year credit facility (the
“OMAS Facility”) it has entered with European Bank for Reconstruction and Development and UniCredit
Bank AG. The purpose of the OMAS Facility is to assist in financing the construction of the Company’s
Öksüt Project. As a condition of the OMAS Facility, the Company placed $25 million in restricted accounts
with the lenders, including $15 million which is restricted until the Öksüt Project mining lease has been
extended and $10 million which is restricted during the construction phase.
As part of an amendment to the OMAS Facility in 2018, OMAS agreed to apply all of its excess cash flow
towards debt prepayment under the OMAS Facility until the Öksüt Project’s mining license is extended
beyond its current expiry date of January 16, 2023. OMAS intends to apply for an extension of its mining
license as soon as permitted under Turkish legislation, which is two years prior to expiry of the mining
license. In addition, Centerra will provide a limited guarantee of a portion of OMAS’ obligations under the
OMAS Facility and will agree to comply with certain covenants which are consistent with the covenants
under the Corporate Facility. The lenders under the OMAS Facility may call on Centerra’s guarantee if the
Öksüt mining license is not extended beyond January 16, 2023.
The OMAS Facility expires on March 31, 2024 and as at December 31, 2018, had a drawn balance of $49.7
million. As at December 31, 2018, $6.2 million (December 31, 2017 - $4.8 million) of deferred financing
fees are being amortized over the term of the OMAS Facility.
Caterpillar Financial Services Limited Promissory Note (“CAT Note”)
In 2016, as part of the Thompson Creek Metals Company Inc. (“TCM”) acquisition, the Company assumed
TCM’s capital equipment lease obligations owed to Caterpillar Financial Services Limited (“Caterpillar”).
The Company re-financed the leases in 2017, whereby the Company purchased the assets held under the
finance leases through a loan payable to Caterpillar.
Interest on the CAT Note is at three-month LIBOR + 4.93% paid quarterly in arrears. The CAT Note is
secured by assets previously held under the finance leases and contain certain non-financial covenants.
In 2018, an amendment was signed extending the CAT Note until March 25, 2020 with an initial principal
repayment of $5 million, which was paid on January 25, 2019, at which time the interest rate reset to LIBOR
+ 3.50%.
CENTERRA GOLD INC. ANNUAL REPORT 20188 As at December 31, 2018 the principle amount outstanding under the CAT Note is $32 million.
Other Facilities
On January 8, 2018, the Company entered into a $125 million acquisition facility (“AuRico Acquisition
Facility”) with the Bank of Nova Scotia, as administrative agent, lead arranger and lender, in connection
with the acquisition of AuRico Metals Inc. The AuRico Acquisition Facility was repaid and cancelled after
the Company entered into the Corporate Facility.
In early 2018, the Company repaid the $76 million outstanding balance of its revolving credit facility with
the European Bank for Reconstruction and Development and subsequently cancelled the facility.
Mineral Reserves and Mineral Resources
On February 22, 2019, the Company released the results of the updated mineral reserve and mineral
resource estimates for the Kumtor mine, the Mount Milligan mine and re-iterated mineral reserve and
mineral resource estimates for the Company’s other projects, including the Öksüt Project, the Kemess
Property and the Hardrock deposit, all as of December 31, 2018. For additional details, please see the news
release “Centerra Gold 2018 Year-End Statement of Mineral Reserves and Resources and Fourth Quarter
Exploration Update” filed on SEDAR and posted on the Company’s website on February 22, 2019.
Mount Milligan’s mineral reserves and mineral resources are presented on a 100% basis. Sales of gold and
copper from the Mount Milligan mine are subject to the Mount Milligan Streaming Arrangement whereby
Royal Gold is entitled to 35% and 18.75% of gold and copper sales respectively. Under the Mount Milligan
Streaming Arrangement this streaming arrangement, Royal Gold pays Centerra $435 per ounce of gold
delivered and 15% of the spot price per metric tonne of copper delivered.
Highlights:
Gold Mineral Reserves
• At December 31, 2018, Centerra’s proven and probable gold mineral reserves total an estimated
14.2 million contained ounces (706.3 Mt at 0.6 g/t gold), compared to 16.3 million contained ounces
(746.8 Mt at 0.7 g/t gold) the prior year. During 2018, proven and probable gold mineral reserves
decreased by 2.1 million contained ounces, after processing of 977,000 contained ounces and a net
deletion of 1.1 million contained ounces. The decrease in gold mineral reserve contained ounces
is primarily due to the Company’s sale of the Mongolian business unit (Gatsuurt Project) that
represented 1.3 million contained ounces of mineral reserves. Excluding the impact of the sale of
the Company’s Mongolian business unit gold mineral reserves decreased by 782,000 contained
ounces in 2018. The 2018 year-end gold mineral reserves have been verified and estimated using
a gold price of $1,250 per ounce.
Gold Mineral Resources
• Centerra’s measured and indicated gold mineral resources, exclusive of gold mineral reserves,
increased by 2.1 million ounces of contained gold, excluding the impact of the sale of the
Company’s Mongolian business unit (993,000 ounces of contained gold), to 11.3 million ounces
of contained gold (758.8 Mt at 0.5 g/t gold), compared to the December 31, 2017. The increase is
a result of exploration success at Kumtor and Mount Milligan and changes in the metal price
assumptions at the Kemess Project.
CENTERRA GOLD INC. ANNUAL REPORT 20189 • Centerra’s inferred gold mineral resource estimate totals 6.2 million contained ounces of gold (151
Mt at 1.3 g/t gold), a decrease of 629,000 contained ounces from December 31, 2017. The decrease
is primarily a result of the reduction of 511,000 of contained ounces of gold as a result of the
divestiture of the Mongolian assets in 2018. In addition, at Kemess East inferred mineral resources
decreased by 357,000 contained ounces of gold from additional drilling that converted a portion of
the inferred ounces to the indicated category. At Kumtor inferred mineral resources increased by
8,000 contained ounces because of exploration drilling and the generation of a new constraining
economic pit shell. At Öksüt additional in-fill drilling in the Keltepe open pit converted 58,000
contained ounces to the measured and indicated categories. These decreases were offset by the
addition of 252,000 contained ounces at the Kemess Underground project due to the change in
resource metal prices assumptions.
2018
14,223
Gold (000s attributable ozs contained) (1)(4)
Total proven and probable mineral reserves
Total measured and indicated mineral resources (2)
Total inferred mineral resources(2)(3)(4)
(1) Centerra’s equity interests are as follows: Mount Milligan 100%, Kumtor 100%, Öksüt 100%, Kemess Underground and Kemess East
100% and Greenstone Gold properties (Hardrock, Brookbank, Key Lake, Kailey) 50%. The mineral reserves and mineral resources above
reflect Centerra's equity interests in the applicable properties.
(2) Mineral resources are in addition to mineral reserves. Mineral resources do not have demonstrated economic viability.
(3) Inferred mineral resources have a great amount of uncertainty as to their existence and as to whether they can be mined economically. It
cannot be assumed that all or part of the inferred mineral resources will ever be upgraded to a higher category.
(4) Production at Mount Milligan is subject to a streaming agreement which entitles Royal Gold to 18.75% of copper sales from the Mount
Milligan Mine. Under the stream arrangement, Royal Gold will pay 15% of the spot price per metric tonne of copper delivered. Mineral
resources for the Mount Milligan property are presented on a 100% basis.
11,338
6,191
10,204
6,819
2017
16,321
Copper Mineral Reserves
• Centerra’s proven and probable copper mineral reserves total an estimated 2,465 million pounds of
contained copper (555 Mt at 0.202% copper). The copper mineral reserves have been estimated
based on a copper price of $3.00 per pound for the Mount Milligan Mine and the Kemess
Underground Project.
• At the Mount Milligan Mine, proven and probable copper mineral reserves total an estimated 1,836
million pounds of contained copper (448 Mt at 0.186% copper) at the end of December 2018,
compared to 1,938 million contain pounds of copper (468 Mt 0.188% copper) as of December 31,
2017. Proven and probable copper mineral reserves decreased by 103 million contained pounds of
copper, after processing 61 million contained pounds of copper in 2018. During 2018, mineral
reserves decreased primarily due to mining depletion, but was also affected by geological model
changes, modifications to the copper recovery curve and an increase in concentrate transportation
costs.
• At the Kemess Property, proven and probable copper mineral reserves are unchanged at the Kemess
Underground Project and are estimated to be 630 million pounds of contained copper (107 Mt at
0.266% copper) at the end of December 2018.
Copper Mineral Resources
• Centerra’s measured and indicated copper mineral resources, exclusive of mineral reserves, total
an estimated 5,836 million pounds of contained copper (1,090 Mt at 0.243% copper). The copper
mineral resources are located at the Mount Milligan Mine, the Berg Property, the Kemess
Underground, and Kemess East properties that are all located in Canada.
CENTERRA GOLD INC. ANNUAL REPORT 201810 • At Mount Milligan, measured and indicated mineral resources increased by 365 million pounds of
contained copper to an estimated 1,028 million pounds of contained copper (342 Mt at 0.136%
copper) at the end of December 2018 as a result of successful exploration drilling activities in 2018
and have been estimated based on a copper price of $3.50 per pound.
• Measured and indicated resources that are exclusive of reserves increased by an estimated 588
million contained copper pounds at the Kemess Project. This increase in copper pounds is
attributable to an increase of 132 million pounds of contained copper at Kemess Underground that
was due to a change to the metal price assumptions (changed to standardize them across our sites)
and an increase of 456 million pounds of contained copper at Kemess East because of the
standardization of corporate metal prices and to the results of 9 exploration drill holes that
converted some inferred material to the indicated category. The Kemess Underground measured
and indicated resources are 174 Mt at 0.182% copper or an estimated 697 million pounds of
contained copper and Kemess East measured and indicated resources of 177.5 Mt at 0.360% copper
or an estimated 1,410 million pounds of contained copper.
• Centerra’s inferred copper mineral resource estimate totals 607 million pounds of contained copper
(132.0 Mt at 0.209% copper). This includes at Mount Milligan an estimated 115 million pounds
of contained copper (41 Mt at 0.127% copper) that represents a year-over-year increase of 4 million
pounds of contained copper that is attributable to additional in-pit drilling completed in 2018. At
Kemess Underground this includes 210 million pounds of contained copper (47.7 Mt at 0.20%
copper) and at Kemess East 203 million pounds of contained copper (29.3 Mt at 0.31%).
Copper (million pounds contained) (1)(4)
Total proven and probable mineral reserves(2)
Total measured and indicated mineral resources(2)
Total inferred mineral resources(2)(3)(4)
1,427
(1) Centerra’s equity interests are as follows: Mount Milligan 100%, Kemess Underground 100%, Kemess East 100%, Berg 100%, Thompson
Creek 100%, and Endako 75%. The mineral reserves and mineral resources above reflect Centerra's equity interest in the applicable properties.
5,836
2,465
5,541
2,568
2018
607
2017
(2) Mineral resources are in addition to mineral reserves. Mineral resources do not have demonstrated economic viability.
(3) Inferred mineral resources have a great amount of uncertainty as to their existence and as to whether they can be mined economically. It
cannot be assumed that all or part of the inferred mineral resources will ever be upgraded to a higher category.
(4) Production at Mount Milligan is subject to the Mount Milligan Streaming Arrangement. Under the Mount Milligan Streaming Arrangement,
Royal Gold will pay 15% of the spot price per metric tonne of copper delivered. Mineral resources for the Mount Milligan property are
presented on a 100% basis.
Molybdenum Mineral Resources
• Centerra’s measured and indicated molybdenum mineral resources, exclusive of mineral reserves,
total an estimated 636 million pounds of contained molybdenum (683 Mt at 0.042% molybdenum).
The molybdenum mineral resources are located at the Berg Property, the Thompson Creek Mine,
and the Endako Mine.
• Centerra’s inferred molybdenum mineral resource estimate totals 50 million pounds of contained
molybdenum (62 Mt at 0.036% molybdenum).
CENTERRA GOLD INC. ANNUAL REPORT 201811 Molybdenum (million pounds contained) (1)(3)(4)
Total measured and indicated mineral resources(2)
Total inferred mineral resources(3)
(1) Centerra’s equity interests are Berg 100%, Thompson Creek 100%, and Endako 75%.
2018
2017
636
50
758
150
(2) Mineral resources are in addition to mineral reserves. Mineral resources do not have demonstrated economic viability.
(3) Inferred mineral resources have a great amount of uncertainty as to their existence and as to whether they can be mined economically. It
cannot be assumed that all or part of the inferred mineral resources will ever be upgraded to a higher category.
(4) Molybdenum mineral resources at Berg, Thompson Creek and Endako were estimated using a molybdenum price of $14.00 per pound.
The exchange rate used at Berg and Endako was 1USD:1.25CAD.
Material assumptions used to determine mineral reserves and mineral resources are as follows:
Gold price
Gold mineral reserves ($/oz)
Gold mineral resources ($/oz) (1)
Copper price
Copper mineral reserves ($/lb)
Copper mineral resources ($/lb)
2018
2017
$1,250
$1,450
$3.00
$3.50
$1,250
$1,450
$3.00
$3.50
Foreign exchange rates
1 USD : Cdn$ (2)
1.25
65
1 USD : Kyrgyz som
1 USD : Turkish Lira
3.50
(1) Mineral resources at the Hardrock Project were estimated at C$1,625, while resource estimation at Brookbank and Kailey properties used
$1,455.
(2) Cdn$ exchange rate used for the Hardrock Project was 1USD:1.30CAD and at Brookbank and Kailey properties a rate of 1USD:1.18CAD
was used.
1.25
65
3.50
CENTERRA GOLD INC. ANNUAL REPORT 201812 Consolidated Financial and Operational Highlights
Unaudited ($ millions, except as noted)
Financial Highlights
Revenue
Cost of sales
Standby costs
Earnings from mine operations
Net earnings from continuing operations
Net earnings (loss) from discontinued operations
Net earnings
Adjusted earnings (3)
Cash provided by operations (4)
Cash provided by operations before changes in working capital (3) (4)
Capital expenditures (sustaining) (3)
Capital expenditures (growth and development projects) (3)
Capital expenditures (stripping)
Three months ended December 31,
%
Change
2018
2017
Year ended December 31,
%
Change
2017
2018
$
391.5 $
232.2
-
155.3
48.9
0.1
$
$
49.0 $
49.0 $
151.6
156.8
23.6
3.1
36.0
358.2
180.8
-
171.7
132.5
(2.5)
130.0
108.7
170.4
159.9
29.0
10.5
31.9
9% $
1,129.3 $ 1,199.0
28%
0%
(10%)
(63%)
(104%)
761.4
10.8
343.4
113.5
(5.9)
682.1
-
498.7
251.8
(42.3)
(62%) $
(55%) $
107.5 $
77.8 $
209.5
281.0
(11%)
(2%)
(19%)
(70%)
13%
217.5
336.6
88.5
70.7
138.8
500.9
512.6
91.8
32.0
200.2
Total assets
Long-term debt and lease obligation
Cash, cash equivalents and restricted cash
$
2,826.7 $
2,772.2
2% $
2,826.7 $ 2,772.2
183.5
179.2
211.6
416.6
(13%)
(57%)
183.5
179.2
211.6
416.6
0.17 $
0.16 $
0.17 $
0.17 $
0.17 $
0.17 $
1,228
3.12
1,214
984
1,157
1.76
288,367
269,754
11,796
13,591
Per Share Data
Net earnings from continuing operations per common share - $ basic(1)
Net earnings from continuing operations per common share - $ diluted(1)
Net earnings per common share - $ basic (1)
Net earnings per common share - $ diluted (1)
Adjusted earnings per common share - $ basic (1)(3)
Adjusted earnings per common share - $ diluted (1)(3)
Per Ounce Data (except as noted)
Average gold spot price - $/oz(2)
Average copper spot price - $/lbs(2)
Average realized gold price (Kumtor) - $/oz(3)
Average realized gold price (Mount Milligan - combined) - $/oz(3) (5)
Average realized gold price (consolidated) - $/oz(3)
Average realized copper price (consolidated) - $/lbs(3)
Operating Highlights
Gold produced – ounces
Gold sold – ounces
Payable Copper Produced (000's lbs)
Copper Sales (000's payable lbs)
Operating costs (on a sales basis) (3) (6)
Unit Costs
Adjusted operating costs on a by-product basis - $/oz sold(3)(6)
Gold - All-in sustaining costs on a by-product basis – $/oz sold(3)(6)
Gold - All-in sustaining costs on a by-product basis (including taxes) – $/oz
sold(3) (6)
Gold - All-in sustaining costs on a co-product basis (before taxes) – $/oz
sold(3)(6)
Copper - All-in sustaining costs on a co-product basis (before taxes) – $/pound
(3)(6)
$
$
$
$
$
$
$
$
$
$
$
0.45
0.44
0.45
0.44
0.37
0.36
1,275
2.57
1,262
978
1,190
2.23
62% $
63%
(62%) $
(62%) $
(55%) $
(54%) $
0.39 $
0.38 $
0.37 $
0.36 $
0.27 $
0.26 $
(4%)
21%
(4%)
1%
(3%)
(21%)
1,269
3.14
1,244
971
1,175
2.02
0.86
0.86
0.72
0.72
0.96
0.96
1,258
2.61
1,245
1,003
1,171
2.11
216,752
242,228
12,261
13,105
33%
11%
(4%)
4%
729,556
785,316
709,330
792,466
47,091
44,370
53,596
59,719
(7%)
(10%)
(12%)
(26%)
168.4
132.0
28%
564.5
487.1
16%
372 $
576 $
709 $
573 $
1.53 $
320
571
708
593
1.70
16% $
1% $
440 $
754 $
331
687
33%
10%
0% $
889 $
815
9%
(3%) $
(10%) $
750 $
1.77 $
737
1.47
2%
20%
(6%)
12%
100%
(31%)
(55%)
(86%)
(49%)
(72%)
(57%)
(34%)
(4%)
121%
(31%)
2%
(13%)
(57%)
(55%)
(56%)
(49%)
(50%)
(72%)
(73%)
1%
20%
(0%)
(3%)
0%
(4%)
CENTERRA GOLD INC. ANNUAL REPORT 201813
(1) As at December 31, 2018, the Company had 291,999,949 common shares issued and outstanding (292,123,716 common
shares as of February 22, 2019). As of February 22, 2019, Centerra had 4,981,701 share options outstanding under its share
option plan with exercise prices ranging from US$2.83 per share to Cdn$22.28 per share, with expiry dates between 2019 and
2026.
(2) Average for the period as reported by the London Bullion Market Association (US dollar Gold P.M. Fix Rate) and London
Metal Exchange (LME). This is a non-GAAP measure and is discussed under “Non-GAAP Measures”.
(3) Non-GAAP measure. See discussion under “Non-GAAP Measures”.
(4) Excludes Molybdenum business.
(5) Combines streamed and unstreamed amounts.
(6) Excludes Molybdenum business.
Overview of Consolidated Results
Year ended December 31, 2018 compared to 2017
The Company recorded net earnings of $107.5 million in 2018, compared to $209.5 million in 2017. The
earnings in 2018 were negatively impacted by lower volumes at Mount Milligan, resulting from a temporary
shutdown in the first quarter of 2018 as well as reduced capacity in the first and fourth quarters of 2018 due
to water shortages. The fourth quarter 2018 was also negatively impacted by a charge for reclamation
expense of $41.8 million, mainly for additional water treatment costs at Thompson Creek Mine. Gold
production at Kumtor in 2018 was also lower than the prior year due to lower grades processed. Results in
2018 included a gain of $28.0 million on the sale of the royalty portfolio, $9.4 million gain on the sale of
the ATO property, partially offset by an asset impairment of $8.4 million related to the sale of the
Mongolian business unit and $4.4 million of costs incurred as part of the acquisition of AuRico Metals Inc.
in January 2018. The 2017 earnings include charges for a settlement reached with the Kyrgyz Republic
Government of $60 million, an impairment charge relating to the Company’s Mongolian assets of $41.3
million ($39.7 million net of tax), a tax benefit of $21.3 million due to new tax legislation enacted in the
United States and a gain of $9.8 million ($6.9 million net of tax) on the sale of the ATO property in
Mongolia. Excluding these items, adjusted earningsNG in 2018 and 2017 were $77.8 million and $281.0
million respectively.
Production:
Gold production for 2018 totalled 729,556 ounces compared to 785,316 ounces for 2017. Gold production
at Kumtor was 534,563 ounces in 2018, 5% lower than the 562,749 ounces produced in 2017. The decrease
in ounces poured at Kumtor is a result of milling lower grade ore from stockpiles (3.29 g/t compared to
3.58 g/t) compared to 2017. During the year ended December 31, 2018, Mount Milligan produced 194,993
ounces of gold and 47.1 million pounds of copper, 12% lower than in 2017 for both metals.
Safety and Environment:
Centerra had twenty-three reportable injuries in 2018, including nine lost time injuries, ten medical aid
injuries and four restricted work injuries.
There were no reportable releases to the environment in 2018.
Financial Performance:
Revenue decreased to $1,129.3 million in 2018 from $1,199.0 million in 2017, as a result of 10% fewer
gold ounces sold (709,330 ounces compared to 792,466 ounces), 26% less copper pounds sold (44.4 million
pounds compared to 59.7 million pounds) and lower average prices for both metals, partially offset by 42%
higher molybdenum sales as compared to 2017.
CENTERRA GOLD INC. ANNUAL REPORT 201814 Cost of sales increased in 2018 to $761.4 million compared to $682.1 million in 2017, mainly resulting
from higher mining costs especially for diesel fuel at Kumtor, higher volumes in the molybdenum business,
partially offset by lower sales volumes at Mount Milligan. Depreciation, depletion and amortization
associated with production was $196.9 million in 2018 as compared to $195.0 million in 2017.
Standby costs of $10.8 million were recorded in the first quarter of 2018 representing overhead costs at
Mount Milligan during the temporary mill shutdown and subsequent ramp-up period that were unrelated to
normal processing volumes.
An increase in reclamation expenses of $41.8 million was recorded in the fourth quarter of 2018, mainly
from a requirement for additional processing to treat water at Thompson Creek Mine.
In the second quarter of 2018, the Company recorded a pre-tax gain of $28.0 million as a result of the sale
of the royalty portfolio and a gain of $9.4 million to recognize the final installments to be paid on the ATO
sale.
The Company completed the sale of its Mongolian business unit on October 11, 2018 for net cash proceeds
of $35 million. Given that the Mongolian business unit was a separate component of the Company, the net
Mongolian activity in 2018 and in the comparative periods of 2017 have been classified as discontinued
operations in the Company’s Statement of Earnings. As a result, the Company recorded a net loss of $5.9
million and $42.3 million from discontinued operations in 2018 and 2017 respectively. An impairment
charge of $8.4 million was recorded in discontinued operations in 2018 to impair the carrying value of the
Mongolian business unit to reflect its fair value (impairment of $39.7 million, net of tax, recorded in 2017).
Exploration expenditures in the year ended December 31, 2018 totalled $20.9 million compared to $11.3
million in 2017, reflecting the resumption of exploration activities at Kumtor ($6.1 million) in 2018 and
increased spending on advanced projects, mainly at Öksüt, as compared to the prior year.
Corporate administration costs were $29.6 million in 2018, a decrease of $8 million compared to the same
period of 2017, mainly due to a decrease in share-based compensation of $3.3 million resulting from a
decline in the Company’s share price, lower costs for legal and consulting and lower employee costs,
partially offset by additional administration costs associated with the acquisition of AuRico Metals Inc.
Operating Costs:
Operating costs (on a sales basis)NG increased to $564.5 million in 2018 compared to $487.1 million in
2017, which includes an increase in operating costs of $61.5 million in the molybdenum business, mainly
as a result of increased volumes and prices.
Centerra’s all-in sustaining costs on a by-product basis per ounce of gold soldNG, which excludes revenue-
based tax and income tax, increased to $754 in 2018 from $687 in the comparative period mainly as a result
of lower copper credits from lower Mount Milligan sales, higher mining costs at Kumtor and lower gold
ounces sold, partially offset by lower capitalized stripping costs at Kumtor, lower sustaining capitalNG and
lower administration costs in 2018 as compared to 2017.
CENTERRA GOLD INC. ANNUAL REPORT 201815 d
l
o
S
z
O
/
$
800
780
760
740
720
700
680
660
640
620
600
Consolidated All-in Sustaining Costs on a by-product basis (per ounce sold)
36
4
14
6
4
754
51
687
F Y 2 0 1 7
C o p p e r c r e d i
t
V o l u m e v a r i a n c e
H i g h e r o p e r a t
i n g & c a s h
t r i p p i n g
s
L o w e r c o r p o r a t e G & A
L o w e r
t a i n i n g c a p e x
s u s
t e G & A
i
s
L o w e r
F Y 2 0 1 8
Cash generation and capital management:
Cashflow
Unaudited ($ millions, except as noted)
Cash provided by operations before changes in working capitalNG
- Changes in working capital
Cash provided by operating activities(1)
Cash used in investing activities:
- Capital additions (cash)
- Acquisition of AuRico Metals Inc., net of cash acquired
- Proceeds from sale of Mongolian segment
- Proceeds from sale of ATO Project
- Proceeds from sale of royalty assets
- (Increase) decrease in restricted cash
- Other investing items
Cash used in investing activities
Cash received from (used in) financing activities:
- Net drawdown (repayment) of debt
- Proceeds from equity issuances (net)
- Payment of interest and borrowing costs
Cash used in financing activities
Increase (decrease) in cash and cash equivalents
Year ended December 31,
2018
336.6
(119.1)
217.5
(285.9)
(226.8)
35.0
-
155.5
(26.8)
(3.0)
(352.1)
(105.3)
1.0
(25.2)
(129.6)
(264.2)
2017
% Change
512.6
(11.7)
500.9
(278.0)
-
-
9.8
-
248.0
9.6
(10.6)
(208.4)
2.2
(28.3)
(234.5)
255.8
(34%)
918%
(57%)
3%
(100%)
(100%)
(100%)
(100%)
(111%)
(132%)
3210%
49%
(54%)
(11%)
45%
(203%)
(1) 2018 includes $4.2 million of cash used by discontinued operations ($9.5 million cash used in 2017)
Cash provided by operations decreased to $217.5 million in 2018, compared to $500.9 million in the
comparative period, as a result of lower operating earnings and higher working capital levels in the current
year. Comparing 2018 with 2017, Kumtor generated $291.0 million compared to $416.1 million, while
Mount Milligan generated $37.4 million compared to $150.6 million, decreases mainly related to lower
production at both operations. Working capital movements in 2018 reflect increased levels at all operating
sites, especially for product inventory (increase in 2018 of $27.5 million at Kumtor, $19.0 million at Mount
Milligan and $23.7 million in the Molybdenum business) due mainly to the timing of shipments and the
purchase of feed material.
CENTERRA GOLD INC. ANNUAL REPORT 201816
Cash used in investing activities totalled $352.1 million in 2018 as compared to $10.6 million in 2017.
Included in 2018 is $226.8 million to acquire AuRico Metals Inc. and a total of $190.5 million net proceeds
received from the sale of royalty assets and the sale of the Mongolian business unit. The comparative year
of 2017 includes the release of Kumtor’s restricted cash of $248.0 million and net proceeds of $9.8 million
from the sale of the ATO project.
Cash used in financing activities of $129.6 million in 2018 represents the net repayment of $155.0 million
under the Corporate Facility, a drawdown of $49.7 million under the OMAS Facility to fund the Öksüt
construction project, and payment of interest and borrowing costs of $25.2 million. The Company repaid
$208.4 million on its debt and paid interest and borrowing costs of $28.3 million in 2017.
Cash, cash equivalents, restricted cash and short-term investments at December 31, 2018 totalled $179.2
million, as compared to $416.6 million at December 31, 2017.
Capital Expenditures
Capital Expenditure (spent and accrued)
$ millions
Consolidated:
Sustaining capitalNG
Capitalized stripping (1)
Growth capitalNG
Öksüt Project development
Greenstone Gold Property capital (2)
Kemess Underground Project development
Gatsuurt Project development
Year ended December 31,
2018
2017
Change
88.5
138.8
16.7
45.2
10.0
30.9
-
92.0
200.2
18.1
9.0
5.0
-
1.8
326.1
(4%)
(31%)
(8%)
405%
100%
n/a
(100%)
1%
Total (3)
330.1
(1) Includes cash component of $103.9 million in the year ended December 31, 2018 ($149.4 million in 2017).
(2) In accordance with the Company's accounting policy, the 50% share paid on behalf of Premier Gold Mines Limited in the project is capitalized
as part of mineral properties in Property, Plant & Equipment.
(3) Excludes capitalized equipment leases.
Capital expenditures in 2018 totalled $330.1 million compared to $326.1 million in 2017, resulting mainly
from reduced spending on capitalized stripping at Kumtor ($61.4 million) and lower sustaining capitalNG
for equipment rebuilds and overhauls ($3.5 million), partially offset by higher spending on the Company’s
development projects (mainly at Öksüt ($36.2 million), Kemess ($30.9 million) and Greenstone ($5.0
million)).
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.
CENTERRA GOLD INC. ANNUAL REPORT 201817 Fuel Hedges:
The Company has a diesel fuel price hedging strategy using derivative instruments to manage the risk
associated with changes in diesel fuel prices to the cost of operations at the Kumtor Mine. The Company
hedges its exposure with crude oil futures contracts, as the price of diesel fuel closely correlates to the price
of crude oil.
Gold and Copper Derivative Contracts:
The Company must satisfy its obligation under the Mount Milligan Streaming Arrangement by delivering
refined physical gold and London Metal Exchange (“LME”) copper warrants to Royal Gold at the time of
receiving payment from third-party purchasers who purchase concentrate from the Mount Milligan Mine.
In order to hedge the metal price risk that arises when physical purchase and concentrate sales pricing
periods do not match, the Company has entered into certain forward gold and copper purchases and forward
sales contracts pursuant to which it purchases gold or copper at an average price during a future quotational
period and sells gold or copper at the current spot price. These derivative contracts are not designated as
hedging instruments.
Mount Milligan Gold and Copper Facility Hedges:
In 2017, the Company entered in a gold and copper hedge program as a condition precedent to draw on a
credit facility.
As part of the amendment of the Corporate Facility in the first quarter of 2018, the hedging program is no
longer required. In April 2018, the Company unwound a selection of hedges that were scheduled to settle
in the second quarter of 2018. The Company realized a savings of $0.3 million when comparing the unwind
cost to the amount that would have been due to counterparties had the unwound hedges settled in the normal
course. In the third quarter, the Company unwound an additional 26.7 million pounds of copper zero-cost
collars that were scheduled to settle through June 2019.
The hedge positions for each of these programs as at December 31, 2018 are summarized as follows:
As at December 31,
2018
Settlement
2019
Fair value gain (loss)
('000')
Program
Fuel Hedges
Fuel Hedges
Instrument
Crude oil options(1)
Zero-cost collars(2)
Unit
Barrels
Barrels
Average strike
price
$63
$46/$59
Type
Fixed
Fixed
72,000
23,000
Centerra B.C. Facility Hedging Program (Strategic Hedges):
Copper Hedges
Gold Hedges
Zero-cost collars(2)
Pounds
$2.50/$3.28
Fixed
12.6 million
Zero-cost collars(2)
Ounces
$1,250/$1,368 Fixed
36,799
Gold/Copper Hedges (Royal Gold deliverables):
Gold Derivative Contracts
Copper Derivative Contracts
Forward contracts(3)
Forward contracts(3)
Ounces
Pounds
(4)
(4)
Float
Float
30,360
2.5 million
$76
$26
($26)
$49
$559
$296
(1) Under crude oil options, the Company can buy fuel contracts at a specified price at a certain future date.
(2) Under the zero-cost collar: (i) the Company can put the number of gold ounces or copper pounds to the counterparty at the minimum price, if
the price were to fall below the minimum, and (ii) the counterparty has the option to require the Company to sell to it the number of gold
ounces or copper pounds at the maximum price, if the price were to rise above the maximum.
(3) Under the Royal Gold forward contracts, the Company must sell specified quantities of gold or copper, at a specified contract price at a future
date.
(4) Royal Gold hedging program with a market price determined on closing of the contract.
CENTERRA GOLD INC. ANNUAL REPORT 201818 The remaining strategic hedging program settling in 2019 consists of 36,799 gold ounces of zero-cost
collars at an average strike price range of $1,250 to $1,368 per ounce and 12.6 million pounds of zero-cost
collars at an average strike price range of $2.50 to $3.28 per pound.
Centerra does not enter into off-balance sheet arrangements with special purpose entities in the normal
course of its business, nor does it have any unconsolidated affiliates.
Operating Mines and Facilities
Kumtor Mine
The Kumtor open pit mine, located in the Kyrgyz Republic, is one of the largest gold mines in Central Asia
operated by a Western-based gold producer. It has been in production since 1997 and has produced over
12.1 million ounces of gold to December 31, 2018.
Developments in 2018
• Kumtor produced 534,563 ounces of gold, exceeding the upper end of its favourably revised 2018
production guidance, at an all-in sustaining costs on a by-product basis per ounce soldNG of $694,
excluding revenue-based tax, lower than its cost guidance.
• The Company continued to work with the Government of the Kyrgyz Republic to satisfy the
conditions precedent to completion of the comprehensive settlement agreement entered into with
the Government on September 11, 2017. The longstop date for satisfaction of all such conditions
was extended a number of times by agreement of all parties and is now May 31, 2019. See “Other
Corporate Developments – Kyrgyz Republic”.
CENTERRA GOLD INC. ANNUAL REPORT 201819 Kumtor Operating Results
($ millions, except as noted)
Financial Highlights:
Revenue - $ millions
Cost of sales (cash)
Cost of sales (non-cash)
Cost of sales (total)
Cost of sales - $/oz sold (1)
Cash provided by operations
Cash provided by operations before changes in working capital(1)
Operating Highlights:
Tonnes mined - 000s
Tonnes ore mined – 000s
Average mining grade - g/t
Tonnes milled - 000s
Average mill head grade - g/t
Mill Recovery - %
Mining costs - total ($/t mined material)
Milling costs ($/t milled material)
Gold produced – ounces
Gold sold – ounces
Average realized gold price (1) - $/oz sold
Capital Expenditures (sustaining) (1) - cash
Capital Expenditures (growth) (1) - cash
Capital Expenditures (stripping) - cash
Capital Expenditures (stripping) - non-cash
Capital expenditures (total)
Operating Costs (on a sales basis)(2)
Three months ended December 31,
2017
2018
% Change
Year ended December 31,
2017
% Change
2018
246.9
228.1
8%
660.1
685.2
(4%)
57.7
51.3
109.0
536
149.6
144.1
47,965
2,235
3.94
1,445
5.49
87.5%
1.12
12.70
44.9
39.7
84.7
468
151.0
145.0
50,770
2,607
2.30
1,668
3.76
80.4%
1.08
9.16
28%
29%
29%
14%
(1%)
(1%)
(6%)
(14%)
71%
(13%)
46%
9%
4%
39%
195.3
154.6
349.9
146.0
145.7
291.7
660
530
34%
6%
20%
24%
291.0
345.0
416.1
424.3
(30%)
(19%)
180,331
7,356
3.26
6,325
3.29
79.3%
1.17
10.65
181,878
5,084
2.12
6,246
3.58
79.1%
1.10
10.69
228,096
203,388
$
1,214 $
158,165
180,703
1,262
44%
13%
(4%) $
534,563
530,448
1,244 $
562,749
550,134
1,245
11.8
2.9
26.3
9.7
50.8
57.7
16.5
7.1
24.4
7.5
55.5
44.9
(28%)
(59%)
8%
30%
(8%)
43.7
16.7
103.9
34.9
199.2
60.6
18.1
149.4
50.9
279.0
28%
195.3
146.0
(1%)
45%
54%
1%
(8%)
0%
6%
(0%)
(5%)
(4%)
(0%)
(28%)
(8%)
(30%)
(31%)
(29%)
34%
(4%)
32%
40%
(1%)
All-in sustaining costs (including taxes) (1)
138.0
127.4
8%
461.1
480.6
Adjusted operating costs (1)- $/oz sold
Operating Costs (on a sales basis)- $/oz sold(1)
Gold - All-in sustaining costs on a by-product basis - $/oz sold(1)
Gold - All-in sustaining costs on a by-product basis (including taxes) - $/oz
sold(1)
$
$
$
$
319 $
286 $
508 $
298
247
526
7% $
16% $
(3%) $
413 $
370 $
694 $
313
263
698
679 $
705
(4%) $
869 $
874
(1%)
(1) Non-GAAP measure. See discussion under “Non-GAAP Measures”
(2) Operating costs (on a sales basis) is a non-GAAP measure and is comprised of mine operating costs such as mining, processing,
administration, royalties and production taxes (except at Kumtor where revenue-based taxes are excluded), but excludes reclamation
costs and depreciation, depletion and amortization.
Production:
During 2018, Kumtor focused on developing the Central Pit, through mining cut-backs 18 and 19, and
unloading of ice. Mining of cut-back 18 was completed on November 12, 2018, ahead of schedule.
Additionally, Kumtor carried out advanced work on cut-back 20 for pre-strip activities starting in
September 2018.
Total waste and ore mined in 2018 was 180.3 million tonnes compared to 181.9 million tonnes in 2017,
representing a slight decrease of 1%.
In 2018, the Company processed through the mill lower grade stockpiled ore remaining from cut-back 17
and stockpiled ore from the Sarytor Pit until August 2018, when it reached the Central Pit main ore body
in cut-back 18, and started feeding the mill with high-grade ore. Kumtor produced 534,563 ounces of gold
in 2018 compared to 562,749 ounces of gold in 2017. The decrease in ounces poured is as a result of
blending hard ore from stockpiles with high preg-robbing Sarytor ore prior to reaching cut-back 18 high
CENTERRA GOLD INC. ANNUAL REPORT 201820 grade ore, compared to processing higher grade stockpiled ore from cut-back 17 in the comparative period
of 2017. During 2018, Kumtor’s average mill head grade was 3.29 g/t with a recovery of 79.3% compared
to 3.58 g/t and a recovery of 79.1% in 2017.
Operating costs and All-in Measures:
Operating costs (on a sales basis)NG, including capitalized stripping, increased in 2018 by $3.8 million to
$299.2 million compared to $295.4 million in 2017. The movements in the major components of operating
costs (mining, milling and site support), including capitalized stripping but before changes in inventory, is
explained below:
Kumtor Mining Costs, including capitalized stripping (2018 compared to 2017):
240
s
n
o
i
l
l
i
M
$
215
190
199.8
7
1
0
Y T D 2
21.4
1.1
1.3
3.4
4.3
211.1
e l
s
D i e
s
p li e
p
u
g s
s t i n
B l a
r
e
h
O t
e
c
n
a
n
e
t
M a i n
s
e
g
r
a
C a m p C h
8
1
0
Y T D 2
Mining costs, including capitalized stripping, totalled $211.1 million in 2018 compared to $199.8 million
in 2017. Increased costs in 2018 include higher diesel fuel costs ($21.4 million), which was due to higher
fuel prices and higher consumption resulting from increased haulage distances. This was partially offset by
lower maintenance cost on the haul trucks and the Liebherr shovels in 2018 as compared to 2017, lower
camp catering costs and benefits from continuous improvement initiatives.
Kumtor Milling Costs (2018 compared to 2017):
75
s
n
o
i
l
l
i
M
$
70
65
2.3
66.7
7
1
0
Y T D 2
g
s i n
s
e
c
o
r
s p
e
n f i n
o
b
r
C a
1.8
0.3
3.3
t s
n
e
g
a
R e
t s
n
a
u l t
s
n
C o
e
c
n
a
n
e
t
M a i n
67.3
8
1
0
Y T D 2
Milling costs amounted to $67.3 million in 2018 compared to $66.7 million in 2017 due to higher carbon
fines processing costs ($2.3 million), which activities only commenced in 2018, and, higher mill reagents
(carbon and cyanide) costs ($1.8 million) resulting from a higher consumption rate and higher grinding
balls costs due to higher mill throughput. These were partially offset by lower maintenance costs ($3.3
million) resulting from decreased activities in 2018.
CENTERRA GOLD INC. ANNUAL REPORT 201821
Site support Costs (2018 compared to 2017):
Site support costs in 2018 totalled $51.7 million compared to $45.1 million in the comparative year. This
increase is attributable to camp charges which ceased to be allocated to mining and milling activities starting
in 2018, partially offset by lower insurance premiums.
Other Cost movements:
Depreciation, depletion and amortization (“DD&A”) associated with sales increased to $154.6 million in
2018 from $145.7 million in the comparative period, mainly due to higher amortization of capitalized
stripping associated with the early release of high grade ore from cut-back 18.
All-in sustaining costs on a by-product basis per ounce soldNG, which excludes revenue-based tax, was $694
in 2018 compared to $698 in 2017. The decrease was mainly due to lower capitalized stripping costs and
decreased sustaining capital expenditures, partially offset by fewer ounces sold.
Including revenue-based taxes, all-in sustaining costs on a by-product basis per ounce soldNG was $869 in
2018 compared to $874 in the comparative year. The decrease was mainly due to lower all-in sustaining
costsNG (explained above) and lower revenue based taxes resulted from decreases sales revenue in 2018.
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. Production at Mount Milligan is subject to the Mount Milligan Streaming
Arrangement pursuant to which Royal Gold is entitled to purchase 35% of the gold produced and 18.75%
of the copper production at the Mount Milligan mine for $435 per ounce of gold delivered and 15% of the
spot price per metric tonne of copper delivered.
Developments in 2018
On December 27, 2017, the Company reported that, due to a lack of sufficient water resources, mill
processing operations at the Mount Milligan mine had been temporarily suspended. Mill processing
operations resumed at partial capacity in February 2018 utilizing one ball mill to manage water
requirements. The mill’s second ball circuit resumed operation in March 2018 after a build-up of sufficient
water in the tailings storage facility (“TSF”) although the mill continued to operate at reduced capacity until
the spring melt. Following the spring melt, Mount Milligan steadily improved mill throughput as additional
water became available and improvements were made to the milling and maintenance processes.
Water Update
As noted earlier, starting in the fourth quarter of 2018, Mount Milligan reduced its milling throughput to
properly manage its water balance during the winter season. The Company expects that the mill will return
to a more normalized throughput following the onset of the 2019 spring melt in the second quarter.
In late 2018, the Company initiated a groundwater exploration drilling program at Mount Milligan. In
December 2018, a five-hole (567 metres) Phase-1 scout drilling program was conducted east and north of
the Tailing Storage Facility. This program followed-up results from Nuclear Magnetic Resonance (NMR)
and Transient Electromagnetic (TEM) geophysical surveys completed between August and November 2018
that were designed to support water well targeting efforts for mill operations. Three of the five drill holes
CENTERRA GOLD INC. ANNUAL REPORT 201822 in two target areas (Alpine Lake and Lower Rainbow) produced low flow water, indicating good potential
as areas for water well development.
Mount Milligan continues to seek approvals to access more sources of water in the medium and long-term.
The Company has already obtained approvals to (i) pump from groundwater wells within Mount Milligan’s
TSF, as well as from a single groundwater well outside of the TSF, for the entire life-of-mine, and (ii) pump
up to 15% of the base flow from Philip Lake until April 30, 2019.
In addition, the Company expects to receive significant volumes of additional water from a number of
sources (Philip Lake, Rainbow Creek, Meadows Creek and additional ground water sources within a radius
of approximately 6 kilometres of the TSF). To that end, the Company has made applications to further
amend its environmental assessment certificate as well as water license applications to enable drawing of
water from such sources at rates that are protective of the environment. The Company continues its
discussions with regulators, First Nations and other affected stakeholders regarding these applications and
is seeking to have the amendments remain valid through September 2021. The approvals would enable the
Company to benefit from spring melt flows for three seasons while a long-term updated water supply plan
is developed.
With respect to the updated long-term water supply plan, the Company has retained a consultant to develop
a methodology to assess water sources that are best able to supply water to the mill for life-of-mine while
meeting environmental and other parameters. Formal applications and government review of that
methodology is expected to commence shortly, and will be the subject of discussion with regulators, First
Nations and other interested parties. The Company’s expectation is that its updated long-term water source
(or sources) will be available from and after 2021 for the entire life-of-mine. See “Caution Regarding
Forward-Looking Information”.
CENTERRA GOLD INC. ANNUAL REPORT 201823 Mount Milligan Operating Results
($ millions, except as noted)
Financial Highlights:
Gold sales
Copper sales
Total Revenues
Cost of sales (cash)
Cost of sales (non-cash)
Cost of sales (total)
Cash provided by (used in) operations
Cash provided by operations before changes in working capital(1)
Operating Highlights:
Tonnes mined - 000s
Tonnes ore mined – 000s
Tonnes milled - 000s
Mill Head Grade Copper (%)
Mill Head Grade Gold (g/t)
Copper Recovery - %
Gold Recovery - %
Mining costs - total ($/t mined material)
Milling costs - total ($/t milled material)
Concentrate Produced (dmt)
Payable Copper Produced (000's lbs) (4)
Payable Gold Produced (oz) (4)
Gold Sales (payable oz)(4)
Copper Sales (000's payable lbs)(4)
Average Realized Price - Gold (combined) - $/oz (1) (3)
Average Realized Price - Copper (combined) - $/lb (1) (3)
Capital Expenditures (sustaining) (1) - cash
Capital expenditures (total)
Operating Costs (on a sales basis) ('000s) (2)
Adjusted Operating costs- $/oz sold (1)
Gold - All in Sustaining costs on a by-product basis - $/oz sold (1)
Gold - All in Sustaining costs on a by-product basis (including taxes) -
$/oz sold (1)
Gold - All in Sustaining costs on a co-product basis - $/oz sold (1)
Three months ended December 31,
2018
2017
% Change
Year ended December 31,
2017
2018
% Change
65.2
23.9
89.1
57.0
11.3
68.3
39.3
28.5
8,431
3,678
3,753
0.18%
0.76
82.0%
67.0%
2.22 $
5.81 $
26,861
11,796
60,271
66,366
13,591
984 $
1.76 $
10.3
10.3
57.0
533
689
707
676
61.7
29.2
90.8
51.6
8.9
60.5
29.2
30.3
9,792
4,776
3,840
0.19%
0.75
78.4%
64.3%
2.12
5.70
28,158
12,261
58,587
61,524
13,105
978
2.23
11.9
11.9
51.6
385
594
612
706
$
$
$
$
6%
(18%)
(2%)
10%
28%
13%
35%
(6%)
(14%)
(23%)
(2%)
(6%)
1%
5%
4%
5% $
2% $
(5%)
(4%)
3%
8%
4%
1% $
(21%) $
(14%)
(14%)
10%
38%
16%
16%
(4%)
173.5
89.5
263.0
176.4
37.2
213.7
37.4
63.1
33,225
13,461
13,556
0.20%
0.71
81.4%
64.5%
2.22 $
6.26 $
105,998
47,091
194,993
178,882
44,370
971 $
2.02 $
42.7
42.7
176.4
519
764
779
751
242.9
125.9
368.9
209.7
43.9
253.6
150.6
138.6
41,966
21,501
17,743
0.18%
0.64
79.0%
62.4%
1.86
5.41
121,502
53,596
222,567
242,331
59,719
1,003
2.11
30.0
30.0
209.7
370
505
525
663
(29%)
(29%)
(29%)
(16%)
(15%)
(16%)
(75%)
(54%)
(21%)
(37%)
(24%)
12%
11%
3%
3%
20%
16%
(13%)
(12%)
(12%)
(26%)
(26%)
(3%)
(4%)
42%
42%
(16%)
40%
51%
48%
13%
Copper - All in Sustaining costs on a co-product basis - $/pound sold (1)
(1) Non-GAAP measure. See discussion under “Non-GAAP Measures”
(2) Operating costs (on a sales basis) is comprised of mine operating costs such as mining, processing, site and regional office
(10%)
20%
1.77
1.47
1.53
1.70
administration, royalties and production taxes, but excludes reclamation costs and depreciation, depletion and amortization.
(3) The average realized price of gold is a combination of market price paid by third parties and $435 per ounce paid by Royal
Gold, while the average realized price of copper is a combination of market price paid by third parties and 15% of the spot
price per metric tonne of copper delivered paid by Royal Gold, in each case under the Mount Milligan Streaming Arrangement.
(4) Mount Milligan payable production and sales are presented on a 100% basis (the Mount Milligan Streaming Agreement
entitles it to 35% and 18.75% of gold and copper sales, respectively). Under the Mount Milligan Streaming Arrangement,
Royal Gold will pay $435 per ounce of gold delivered and 15% of the spot price per metric tonne of copper delivered. Payable
production for copper and gold reflects estimated metallurgical losses resulting from handling of the concentrate and payable
metal deductions, subject to metal content, levied by smelters. The current payable percentage applied is approximately 95%
for copper and 97.5% for gold, which may be revised on a prospective basis after sufficient history of payable amounts is
determined.
Revenue
In 2018, revenues totalled $ 263.0 million compared to $ 368.9 million, mainly as a result of lower sales
volumes for gold and copper and a lower realized gold price ($971/oz compared to $1,003/oz). Total
revenue from gold was $173.5 million in 2018 (178,882 oz sold) compared to $242.9 million (242,331 oz
sold) in 2017. Total revenue from copper was $89.5 million (44.4 million lbs sold) in 2018, compared to
$125.9 million (59.7 million lbs) in 2017. There were ten shipments in 2018 compared to thirteen shipments
in 2017, mainly due to the reduced mill operating levels in the first quarter 2018.
CENTERRA GOLD INC. ANNUAL REPORT 201824
Production:
During 2018, mining activities focused on continued development of phases 3 and 4 in the open pit, with
the majority of ore mined from phase 3 and an increasing percentage of ore from phase 4 throughout the
year. The majority of waste mined through the year was from phase 4. Overburden stripping in phase 8
continued to expose the first mining benches for development with drilling and blasting of rock initiated in
the fourth quarter of 2018. Total waste and ore mined in 2018 was 33.2 million tonnes and total tonnes
moved was 35.8 million, compared to 42.0 million tonnes and 44.5 million respectively in 2017. Mine
production for 2018 was lower than the comparative year primarily due to overall lower mill throughput
through the year.
Total mill throughput was 13.6 million tonnes in 2018 compared to 17.7 million tonnes in 2017. During
2018, mill throughput averaged roughly 37,000 tonnes per calendar day (47,000 tonnes per operating day),
compared to 49,000 tonnes per calendar day (54,000 tonnes per operating day) in 2017, reflecting the
temporary mill shutdown in January 2018, processing with only one ball mill from early February 2018 to
March 2018, the gradual ramp up during the spring melt, unplanned downtimes in July and September, and
operating at a reduced throughput level from October 2018 to December 2018 to properly manage the water
balance during the winter season.
During 2018, total payable gold and copper production was 194,993 ounces and 47.1 million pounds,
respectively, compared to 222,567 ounces of gold and 53.6 million pounds of copper in the same period of
2017.
Operating costs and All-in Measures:
Operating costs (on a sales basis)NG, including standby costs, in the 2018 was $176.4 million compared to
$209.7 million in 2017. Operating costs in the fourth quarter of 2018 were lower than the same quarter of
2017 mainly due to lower sales volumes.
The movements in the major components of operating costs (mining, milling and site support), before
changes in inventory, is explained below:
Mount Milligan Mining Costs (2018 compared to 2017):
69.0
64.0
s
n
o
i
l
l
i
M
$
59.0
54.0
2.5
1.2
0.9
2.1
63.4
2.4
4.7
Y T D 2 0 1 7
i n g
l
l
D r i
t
I n - P i
D i e s e l
T i r e s
e
e n a n c
M a i n t
T S F A l
57.0
s
e
i
S u p p l
t
Y T D 2 0 1 8
a n d B l a s
i o n
l
l
i
l o c a t
D r
Mining costs totalled 57.1 million in 2018, which was $6.4 million lower than 2017. The decrease in costs
for 2018 includes lower drill and blast supplies cost ($4.7 million) due to the impact of a reduced powder
factor, higher capital allocation to the tailings facility ($2.4 million) due to higher mining costs per tonne,
lower maintenance costs ($2.1 million) resulting from timing in mining fleet rebuilds and the termination
CENTERRA GOLD INC. ANNUAL REPORT 201825
of a long-term maintenance management agreement, lower tire costs ($0.9 million) resulting from extended
tire life due to improved road conditions. This was partially offset by higher in-pit drilling services costs
($2.5 million) associated with long-term mine planning process improvements and higher diesel costs ($1.2
million) due to higher prices.
Mount Milligan Milling Costs, including standby costs (2018 compared to 2107)
104.0
s
n
o
i
l
l
i
M
$
99.0
94.0
89.0
2.6
1.0
1.5
5.3
3.0
95.9
95.7
Y T D 2 0 1 7
e
e n a n c
M a i n t
L a b o u r
i n g
c
r S o u r
e
W a t
s
e
C o n s u m a b l
l
l
M i
t y
i
c
i
r
t
c
e
E l
Y T D 2 0 1 8
Milling costs (including standby costs of $10.8 million) totalled $95.6 million in 2018 compared to $95.9
million in 2017. The slight decrease in operating costs was due to lower electricity costs ($5.3 million)
resulting from lower mill throughput and lower milling consumable costs ($1.5 million) due to lower
production. This was partially offset by higher maintenance cost ($3.0 million) associated with primary and
pebble crusher repairs, higher labour costs ($2.6 million) due to an increase in manpower with the addition
of a maintenance night shift crew and higher water sourcing costs ($0.5 million) attributed to additional
water supply.
Other Cost movements:
Site support costs in 2018 totalled $44.1 million compared to $41.2 million in 2017. The increase in site
support costs includes higher labour costs ($2.4 million) due to increased manpower, higher consultants
costs ($2.2 million) associated with water permitting. This was partially offset by lower cost of royalties
($2.9 million) resulting from lower product sales.
DD&A was $37.2 million in 2018 compared to $43.9 million in the comparative 2017, reflecting decreased
production and sales levels.
All-in sustaining costs before tax on a by-product basis per ounce sold NG was $764 for 2018 compared to
$505 in 2017. The unit cost increase results mainly from lower sales where ten concentrate shipments were
recorded for the year of 2018 (due to the reduced mill production) compared to thirteen concentrate
shipments in the same period of 2017 (178,882 gold ounces sold versus 242,331 gold ounces sold).
Including income taxes, all-in sustaining costs on a by-product basis per ounce sold NG was $779 for 2018
compared to $525 in 2017.
CENTERRA GOLD INC. ANNUAL REPORT 201826
Molybdenum Business
The molybdenum business includes two North American primary molybdenum mines that are currently on
care and maintenance: the Thompson Creek Mine ("TC Mine") (mine and mill) in Idaho. and the 75%-
owned Endako Mine (mine, mill and roaster) in British Columbia. The molybdenum business also includes
the Langeloth metallurgical roasting facility (the "Langeloth Facility") in Pennsylvania. TC Mine operates
a molybdenum beneficiation circuit to treat molybdenum concentrates to supplement the concentrate feed
sourced directly for the Langeloth Facility. This beneficiation process allows the Company to process high
copper content molybdenum concentrate purchased from third parties, which is then transported from TC
Mine to the Langeloth Facility for further processing.
The molybdenum business provides tolling treatment services for customers by converting molybdenum
concentrates to molybdenum oxide powder and briquettes and ferromolybdenum products. Additionally,
molybdenum concentrates are also purchased to convert to upgraded products which are then sold in the
metallurgical and chemical markets.
Molybdenum Operating Results
($ millions, except as noted)
Financial Highlights:
Molybdenum (Mo) Sales - $ millions
Tolling, Calcining and Other
Total Revenues and Other Income
Cost of sales - cash
Cost of sales - non-cash
Cost of Sales - Total
Reclamation expense
Care & Maintenance costs - Molybdenum mines
Total capital expenditure
Three months ended December 31,
2017
2018
% Change
Year ended December 31,
2017
2018
% Change
52.8
2.7
55.5
53.7
1.1
54.9
41.8
3.4
1.8
36.9
2.4
39.3
35.5
0.1
35.6
-
3.3
0.4
(0.1)
0.6
43%
12%
41%
51%
1041%
54%
100%
5%
336%
7062%
(589%)
197.1
9.2
206.3
192.7
5.1
197.8
40.4
12.3
2.5
(24.9)
(1.0)
136.8
8.2
145.0
131.2
5.3
136.5
-
13.2
0.9
(8.3)
1.0
44%
11%
42%
47%
(5%)
45%
100%
(7%)
172%
201%
(197%)
Cash used in operations
Cash (used in) provided by operations, before changes in working capital(1)
(10.6)
(2.8)
Production Highlights (000's lbs):
8%
Mo oxide purchased
(9%)
Mo oxide roasted
5%
Mo sold
18%
Toll roasted and upgraded Mo
(1) Cash (used in) provided by operations before changes in working capital, is a non-GAAP measure and is discussed under “Non-GAAP Measures”.
16,735
16,883
15,726
5,586
15,513
18,555
14,946
4,736
3,516
4,825
3,831
1,145
4,809
4,612
4,251
1,569
37%
(4%)
11%
37%
2018 Year compared to 2017 Year
In 2018, 16.9 million pounds of molybdenum oxide was roasted, 9% lower than in 2017, due in part to the
timing of concentrate purchases which were more significant at the end of 2018 and resulted in a 15%
increase in unroasted concentrates at year end. Toll roasted and upgraded molybdenum was 18% higher in
2018 than 2017, due to increased demand for upgraded molybdenum oxide.
A total of 15.7 million pounds of molybdenum were sold and 5.6 million pounds were tolled during 2018
resulting in sales revenue of $206.3 million. The Company’s average molybdenum sale price for 2018 was
$12.85 per pound compared to $9.43 per pound in 2017. This increase largely accounts for the 44%
increase in molybdenum sales revenue in 2018 versus 2017. Also contributing was a 5% increase in unit
sales volume versus 2017, reflecting increased purchased volume of molybdenum in concentrates during
the year.
CENTERRA GOLD INC. ANNUAL REPORT 201827
An increase in reclamation expenses of $51 million was recorded in the fourth quarter of 2018, mainly from
a requirement for additional processing to treat water at Thompson Creek Mine. The underlying water
treatment reclamation provision at Thompson Creek Mine is over a 100-year period with the initial water
treatment plant capital expenditure of $6.0 million anticipated to be incurred in year 44, with average
operating expenditures between $0.3 million and $1.0 million per year.
In 2018, the molybdenum business consumed $1.0 million of cash from the operations before changes in
working capitalNG, net of $10.1 million in care and maintenance expenses at the two molybdenum mines
and capital spending of $2.3 million.
Consolidated Fourth Quarter Results - 2018 compared to 2017
Net earnings in the fourth quarter of 2018 were $49.0 million ($0.17 per common share - basic), including
a charge of $41.8 million for additional water treatment at the Thompson Creek Mine, compared to $130.0
million in the same period of 2017. The fourth quarter 2017 result includes a tax benefit of $21.3 million
as a result of a change in tax legislation enacted in the U.S. Excluding this item, adjusted earningsNG in the
fourth quarter of 2017 were $108.7 million or $0.37 per common share (basic). The following provides an
overview of the major items impacting the fourth quarter of 2018 as compared to 2017:
• Gold production for the fourth quarter of 2018 increased 33% to 288,367 ounces poured, including
228,096 ounces from Kumtor and 60,271 ounces from Mount Milligan. The 44% increase in ounces
poured at Kumtor is primarily due to processing higher grade and recovery ore from cut-back18
stockpiles, compared to the remaining lower grade stockpiled ore from cut-back 17 and the Sarytor
Pit processed in the same quarter of 2017. During the fourth quarter of 2018, Kumtor’s average mill
head grade was 5.49 g/t with a recovery of 87.5%, compared to 3.76 g/t and a recovery of 80.4% in
the fourth quarter of 2018 of 2017.
•
In the fourth quarter of 2018, Mount Milligan produced 26,861 dry metric tonnes (dmt) of
concentrate, containing 11.8 million pounds of copper and 60,271 ounces of gold, compared to 28,158
dmt containing 12.3 million pounds of copper and 58,587 ounces of gold in the fourth quarter of
2017. Lower mining rate in the fourth quarter of 2018 was primarily due to lower processing levels
resulting from the water inventory management strategy.
• Revenues in the fourth quarter of 2018 increased 9% to $391.5 million, reflecting higher sales
volumes at Kumtor and at Mount Milligan for both gold and copper and significantly higher sales
from the Molybdenum business due to higher molybdenum prices, partially offset by lower average
realized gold and copper pricesNG as compared to the fourth quarter of 2017.
• Cost of sales for the fourth quarter of 2018 increased 28% to $232.2 million compared to the same
quarter of 2017. The increase reflects higher sales volumes for gold, copper and molybdenum as
compared to the fourth quarter of 2017.
• Regional administration costs decreased to $4.1 million in the fourth quarter of 2018 (from $5.8
million in the comparative quarter), as a result of lower employee costs due to a restructuring of the
management team at the end of 2017.
CENTERRA GOLD INC. ANNUAL REPORT 201828 • Corporate administration costs decreased by $1.4 million as compared to the same period of 2017, as
a result of lower legal, consulting and employee costs.
•
In the fourth quarter of 2018, an increase in reclamation expenses of $41.8 million was recorded,
mainly for additional water treatment requirements at the Thompson Creek Mine.
• Exploration expenditures in the fourth quarter of 2018 totalled $6.5 million compared to $4.7 million
in the comparative period of 2017, reflecting increased drilling activities in the current quarter.
• The Company accrued a $21.3 million tax benefit in the fourth quarter of 2017 due to the enactment
of the U.S. Tax Cuts and Jobs Act, which reduced the applicable U.S. corporate tax rate from 35% to
21% and repealed the Alternative Minimum Tax. See “Overview of Consolidated Results”.
• Cash provided by operations was $151.6 million in the fourth quarter of 2018 compared to $170.4
million in the same period of 2017.
• Cash used in investing activities in the fourth quarter of 2018 totalling $51.8 million represents
mainly spending on capital additions less proceeds from the sale of the Mongolian segment. This
compares to $64.9 million of cash used in investing activities in the same quarter of 2017, mainly for
capital additions.
• Capital expenditures (spent and accrued) in the fourth quarter of 2018 were $94.3 million as
compared to $71.8 million in the same period of 2017. Sustaining capitalNG in the fourth quarter of
2018 of $23.6 million compares to $29.4 million in the same period of 2017 and reflects lower
spending on capital repairs of approximately $6 million, at both Kumtor and Mount Milligan. Growth
capitalNG in the fourth quarter of 2018 of $2.9 million compares to $7.1 million that was spent in the
fourth quarter of 2017, all spent entirely at Kumtor. Development project spending totalled $31.4
million in the current period, with $2.4 million spent at the Greenstone Gold Property, $15.2 million
at the Öksüt Project and $13.8 million at the Kemess Project, which was acquired in 2018. Capitalized
stripping in the fourth quarter of 2018 was $36.0 million compared to $31.9 million in the fourth
quarter of 2017. In the fourth quarter of 2018, the mining fleet at Kumtor focused primarily on waste
stripping from cut-backs 19 and 20.
• All-in sustaining costs (on a by-product basis) per ounce soldNG, which excludes revenue-based tax
and income tax, in the fourth quarter of 2018, increased to $576 compared to $571 in the same period
of 2017. The increase reflects a 16% unit cost increase at Mount Milligan in the fourth quarter of
2018, mainly due to lower copper credits and higher operating costs, partially offset by greater gold
ounces sold. This was partially offset by a 3% decrease in unit costs at Kumtor, resulting from higher
ounces sold, and 22% lower sustaining capitalNG in the fourth quarter of 2018.
Construction and Development Projects
Öksüt Construction Project:
The Öksüt Project is a gold deposit situated in Turkey approximately 300 kilometres southeast of Ankara
and 48 kilometres south of Kayseri, the provincial capital. The nearest administrative centre is at Develi
(population 64,000) located approximately 10 kilometres north of the Project. Öksüt Madencilik Sanayi ve
Ticaret Anonim Sirketi (OMAS), a wholly-owned subsidiary of the Company, owns the rights to mine and
explore the Öksüt Project.
CENTERRA GOLD INC. ANNUAL REPORT 201829 2018 Developments:
•
•
In January 2018, OMAS received a pastureland permit for the Öksüt Project, which was the last
remaining permit needed to begin project construction.
In February 2018, the Öksüt Project received Board approval for the construction and development
of the property.
• Also in February 2018, OMAS received an Investment Incentive Certificate (“IIC”) from the
•
Turkish Ministry of Economy.
In late March 2018, construction activities commenced with a contractor mobilizing equipment and
breaking ground on main road access construction.
• On November 23, 2018, OMAS achieved a key safety milestone operating lost time incident-free
for 1,000,000 man/hours on the project.
Construction Highlights – 2018 Year:
As at December 31, 2018 the Öksüt Project construction is approximately 38% complete. The following
summarizes construction activities up to December 31, 2018:
• Work on the main access roads began in April 2018, with the sub-base level now completed.
• Topsoil stripping has been completed within the plant construction area, with topsoil stripping
continuing in the waste rock dump area, and at the powder magazine locations.
Power sub-station construction as of December 31 is approximately 73% completed.
•
• ADR (absorption, desorption, and refining) plant civil work is completed, while the steel erection
on the ADR and workshop is ongoing. Progress to date on the ADR plant area is approximately
52% completed. All major equipment for the ADR plant is onsite, as well as all the ADR pumps.
• Crusher area civil work is completed in all areas from the truck dump to the ore stockpile. The
primary (Jaw) crusher and the secondary crushers (Cone) have been placed onto their perspective
foundations. The stacker conveyor has been assembled, but not yet installed. The gabion basket
retaining wall has been completed. As of December 31, 2018, the crusher area construction overall
is approximately 28% completed.
• Heap leach area phase 1A, 1B and 1C earthworks are completed with some the pipework installed.
The three-process pond main excavations have been completed
• Construction of the boundary fence around the property is substantially completed.
• Water infrastructure work is ongoing with the 10.4 km, 200mm steel pipeline from well number 1
to the raw water tank completed, tested and buried.
• Cyanide and reagent storage excavation and shed foundations have been completed.
• Construction of administration area buildings are ongoing with the laboratory and gatehouse
buildings erected and currently in the fit-out stage of construction. Foundations for all other
buildings have been completed.
• Waste rock dump construction phase 1 and 2 earthworks, and drainage have been completed. The
northside water storage pond excavation is completed.
• Approximately 2.5 km (of a total of 7 km) of the haul roads have been completed to top of sub-
base level.
The project is on time and on budget and the Company continues to expect that the first gold pour from the
Öksüt Project will occur in the first quarter of 2020.
During the year, the Company spent $43.9 million, mainly on development activities and associated fees
as explained above.
CENTERRA GOLD INC. ANNUAL REPORT 201830 In the comparative periods of 2017, the Company spent $8.9 million on development activities to progress
access and site preparation and detailed engineering plans.
Kemess Underground Project:
On January 8, 2018, the Company completed the acquisition of AuRico, which has a 100% interest in the
Kemess Project located in north-central British Columbia, Canada, approximately 250 kilometres north of
Smithers, 430 kilometres northwest of Prince George and 209 kilometres from the Mount Milligan
mine. The Kemess Project site (or “Kemess”) includes infrastructure from the past producing Kemess
South mine. There are currently no mining activities at the Kemess site and on-site activities consist of
care and maintenance work and surface preparation work for future construction activities and initial
development activities until such time when a decision is made to proceed with the development and
construction of the proposed Kemess Underground Project.
In 2018, the Company spent $14.5 million on care and maintenance, $30.9 million on capital expenditures
at Kemess, including access corridor construction which will provide access between the existing Kemess
South facilities and the Kemess Underground mine, and $2.6 million on pre-development activities to
advance engineering and various studies. Capital expenditures included access corridor construction,
trenching, earthworks and piping required for the water discharge system, materials required to start the
fabrication of the water treatment plant and mobile equipment purchases.
On July 6, 2018, the Company received its amended Mines Act Permit approving the Kemess underground
mine plan and reclamation program for the Kemess Underground Project. This permit allows the Company
to commence construction activities associated with a water treatment and water discharge system, and
would allow the Company to proceed with other construction activities. On September 21, 2018, the
Company received its effluent discharge permit which allows discharging treated water from the site. As
noted above, the Board has not made any decision on the development and construction of the proposed
Kemess Underground Project.
Greenstone Gold Property:
The Greenstone Gold property is located in northern Ontario, Canada approximately 275 kilometres
northeast of Thunder Bay, Ontario.
In 2018, the Greenstone Partnership signed Long-term Relationship Agreements with Long Lake #58 First
Nation in June 2018 and the Metis Nation of Ontario in December 2018 that provide for environmental,
employment, training, business and contracting opportunities, along with a framework for regulatory
permitting. The Greenstone Partnership received approval from the Canadian Environmental Assessment
Agency (“CEAA”) on December 10, 2018 for its Environmental Impact Study and Environmental
Assessment (“EIS/EA”) and is anticipating approval from the Ontario Ministry of Environment,
Conservation and Parks (“MECP”) in the first quarter 2019.
During the year ended December 31, 2018, the Company spent $10.0 million, mainly on advancing
engineering on certain key infrastructure programs, consultation with local Indigenous communities on
draft environmental condition reports and permitting activities, and negotiations of long-term relationship
agreements with local Indigenous groups.
In the comparative period of 2017, the Company spent $9.8 million on development activities to progress
access and site preparation and detailed engineering plans.
As at December 31, 2018, Centerra’s funding towards its C$185 million commitment in the Greenstone
Partnership totalled C$92.8 million ($71.3 million).
CENTERRA GOLD INC. ANNUAL REPORT 201831 Balance Sheet
Inventory
Total inventory at December 31, 2018 was $598.7 million (2017 - $507.9 million) including product
inventory of $389.3 million (2017 - $298.9 million) and supplies inventory of $209.4 million (2017 - $209.0
million). The consolidated increase year over year of $90.7 million is all attributable to product inventories
and reflects increases at Kumtor of $42.8 million, $23.8 million at Mount Milligan, both due to the timing
of shipments and $23.6 million at the Langeloth processing facility due to the timing of receipt of
molybdenum feed material.
Property, Plant and Equipment
The aggregate book value of property, plant and equipment at December 31, 2018 was $1.9 billion, which
compares to $1.7 billion at the end of 2017. The increase in 2018 of $211.6 million is mainly due to the
acquisition of AuRico, including the Kemess Project which added $206 million, the further spending in
2018 at Öksüt of $46.3 million and the removal of the Mongolian assets which reduced capitalized assets
by roughly $40 million.
Asset Retirement Obligations
The total future asset retirement obligations were estimated by management based on the estimated costs
to reclaim the mine sites and facilities and the estimated timing of the costs to be incurred in future periods.
The Company has estimated the net present value of the total asset retirement obligations to be $212.4
million as at December 31, 2018 (2017 - $167.0 million). The significant increase in 2018 reflects changes
in reclamation costs, mainly for water treatment at the Thompson Creek Mine, as a result of the Company’s
decision in 2018 not to pursue the final development phase of the mine given the current molybdenum price
environment. The increase also includes the recognition of additional closure costs at the Kemess Project
acquired in January 2018, the removal of the Mongolian provision as a result of the sale of the business unit
and impacts from regularly scheduled updates to the Company’s closure costs estimates at its various other
properties. Payment of these obligations is expected to commence over the next 1 to 20 years.
These liabilities are secured by a combination of reclamation bonds, cash on deposit and a reclamation trust
fund as prescribed by the regulatory bodies in the jurisdictions where these mines operate and project
agreements with relevant governments. For further details, refer to note 16 in the Company’s 2018
Consolidated Financial Statements.
Share capital and share options
As of February 22, 2019, Centerra had 292,123,716 common shares outstanding and options to acquire
4,981,701 common shares outstanding under its stock option plan with exercise prices ranging between
US$2.83 and Cdn$22.28 per share, with expiry dates ranging between 2019 and 2026.
CENTERRA GOLD INC. ANNUAL REPORT 201832 Contractual Obligations
The following table summarizes Centerra’s contractual obligations as of December 31, 2018, including
payments due over the next five years and thereafter:
$ millions
Kumtor
Reclamation trust fund (1)
Capital equipment (2)
Operational supplies
Lease of premises
Mount Milligan
Operational supplies
Promissory note (equipment)
Lease of premises
Equipment lease
Öksüt
Project development
Loan repayment (principal only)
Equipment lease
Lease of premises
Kemess Project
Project development
Equipment lease
Greenstone Project
Project development
Corporate and other
Loan repayment (principal only)
Lease of premises (3)
Derivative liability
Total contractual obligations (4)
Due in Less
than One
Year
Due in 1 to 3
Years
Due in 4 to 5
Years
Due After 5
Years
$6.0
0.7
53.9
0.2
13.7
5.0
0.1
0.9
70.0
-
0.3
0.1
8.2
2.8
0.1
-
0.4
0.1
$18.0
$12.0
$2.2
-
-
0.2
-
27.0
0.2
1.4
10.6
-
-
-
-
-
-
-
0.6
-
-
-
-
-
-
0.2
0.2
-
-
-
-
-
-
-
111.0
0.7
-
-
-
-
-
-
0.6
-
-
49.7
-
-
-
-
-
-
0.3
-
Total
$38.2
0.7
53.9
0.4
13.7
32.0
1.1
2.5
80.6
49.7
0.3
0.1
8.2
2.8
0.1
111.0
2.0
0.1
$397.4
$162.5
$58.0
$124.1
$52.8
(1) Centerra’s future estimated decommissioning and reclamation costs for the Kumtor mine are present-valued at $51.5 million to be incurred
beyond 2026. The settlement agreement with the Kyrgyz Republic Government requires this restricted cash to be funded at a rate of $6
million per year until the Reclamation Trust Fund reaches the total estimated reclamation cost for the Kumtor Project (no less than $69
million). The estimated future cost of closure, reclamation and decommissioning of the project are used as the basis for calculating the amount
remaining to be deposited in the Reclamation Trust Fund ($38.2 million). On December 31, 2018 the balance in the Reclamation Trust Fund
was $30.8 million (2017 - $26.4 million), with the remaining $38.2 million to be funded over the life of the mine.
(2) Agreements as at December 31, 2018 to purchase capital equipment.
(3) Lease of the Toronto corporate office premises expiring in November 2024.
(4) Excludes trade payables and accrued liabilities.
CENTERRA GOLD INC. ANNUAL REPORT 201833 Other Financial Information- Related Party Transactions
Kyrgyzaltyn JSC
Revenues from the Kumtor gold mine are subject to a management fee of $1.00 per ounce based on sales
volumes, payable to Kyrgyzaltyn, a shareholder of the Company and a state-owned entity of the Kyrgyz
Republic.
The table below summarizes the management fees paid and accrued by KGC to Kyrgyzaltyn and the
amounts paid and accrued by Kyrgyzaltyn to KGC according to the terms of a Restated Gold and Silver
Sale Agreement (“Sales Agreement”) between KGC, Kyrgyzaltyn and the Government of the Kyrgyz
Republic dated June 6, 2009.
($ millions)
Sales:
Gross gold and silver sales to Kyrgyzaltyn
Deduct: refinery and financing charges
Net sales revenue received from Kyrgyzaltyn
Expenses:
Contracting services provided by Kyrgyzaltyn
Management fees payable to Kyrgyzaltyn
Expenses paid to Kyrgyzaltyn
Related party balances
2018
$
669.0
(4.8)
664.2
$
1.4
0.5
1.9
$
$
2017
695.3
(4.4)
690.9
1.3
0.6
1.8
$
$
$
$
The assets and liabilities of the Company include the following amounts receivable from and payable to
Kyrgyzaltyn:
($ millions)
Amounts receivable (a)
Amount payable
$
$
2018
0.2
1.2
$
$
2017
-
1.2
(a) Subsequent to December 31, 2018, the balance receivable from Kyrgyzaltyn was paid in full.
Gold produced by the Kumtor Mine is purchased at the mine site by Kyrgyzaltyn for processing at its
refinery in the Kyrgyz Republic pursuant to the Sale Agreement. Amounts receivable from Kyrgyzaltyn
arise from the sale of gold to Kyrgyzaltyn. Kyrgyzaltyn is required to pay for gold delivered within 12 days
from the date of shipment. Default interest is accrued on any unpaid balance after the permitted payment
period of 12 days. The obligations of Kyrgyzaltyn are partially secured by a pledge of 2,850,000 shares of
Centerra owned by Kyrgyzaltyn.
Transactions with directors and key management
The Company transacts with key individuals from management and with its directors who have authority
and responsibility to plan, direct and control the activities of the Company. The nature of these dealings in
2018 were in the form of payments for services rendered in their capacity as director (director fees,
including share-based payments) and as employees of the Company (salaries, benefits and share-based
payments).
CENTERRA GOLD INC. ANNUAL REPORT 201834 For 2018, key management personnel are defined as the executive officers of the Company including the
President and Chief Executive Officer, the Vice President and Chief Financial Officer, the Vice President
and Chief Operating Officer, the Vice President and General Counsel and the Vice President, Business
Development & Exploration.
In the year ended December 31, 2018, compensation of directors was $2.2 million, including share-based
compensation expense of $0.9 million (December 31, 2017 - $2.2 million, including share-based
compensation credit of $1.1 million). Compensation of key management personnel in 2018 was $5.5
million, including shared-based compensation of $1.3 million, (December 31, 2017 - $8.1 million, including
share-based compensation of $2.6 million).
Disclosure regarding related party transactions is included in Note 25 of the Company’s December 31, 2018
Annual Financial Statements.
Quarterly Results – Previous Eight Quarters
Over the last eight quarters, Centerra’s results reflect the impact of decreasing input costs (mainly for
consumables) which have seen a continued decrease since 2016, except for diesel fuel prices which
increased in over 2017 and 2018. Over the same periods, gold prices progressively increased over the 2017
year, stabilizing into the first half of 2018 and declining in the third and fourth quarters. In 2017, the Euro,
Canadian dollar and Kyrgyz som appreciated against the U.S. dollar thereby putting pressure on operating
costs spent in these currencies. In 2018, the Canadian dollar, Euro and Kyrgyz som depreciated against the
U.S. dollar benefiting operating costs spent in these currencies. The Company reduced its carrying value
of its Mongolian assets by $41.3 million (pre-tax) in the second quarter of 2017 and recorded a provision
of $60 million in connection with the Strategic Agreement with the Kyrgyz Government in the third quarter
of 2017. An after-tax gain of $21.3 million on the sale of the Company’s royalty portfolio and an after-tax
gain of $9.4 million on the final instalments of the ATO property sale (gain of $6.9 million on the initial
instalment booked in the third quarter of 2017) were recorded in the second quarter of 2018. The third
quarter of 2018 includes a charge to impair the carrying value of the Company’s Mongolian business unit
of $8.4 million (included in loss from discontinued operations), in relation to the Company’s sale of its
Mongolian business unit. An increase in reclamation expenses of $41.8 million was recorded in the fourth
quarter of 2018 mainly to record an increase in water treatment costs at Thompson Creek Mine. The
quarterly production profile at Kumtor for 2017 was more consistent across each quarter, while in 2018 it
was more concentrated in the last half of the year, impacting mostly the fourth quarter. Non-cash costs
have progressively increased at Kumtor due to its expanded mining fleet and the increased amortization of
capitalized stripping resulting from increased stripping as the Central pit has become larger. The quarterly
financial results for the last eight quarters are shown below:
$ million, except per share data
Quarterly data unaudited
Revenue
Net earnings (loss)
Basic earnings (loss) per share
Diluted earnings (loss) per share
2018
2017
Q4
Q3
Q2
Q1
Q4
Q3
Q2
Q1
392
49
0.17
0.17
259
6
0.02
0.01
243
44
0.15
0.15
235
9
0.03
0.03
358
130
0.45
0.43
276
(1)
-
-
279
23
0.08
0.08
285
57
0.20
0.20
CENTERRA GOLD INC. ANNUAL REPORT 201835 Other Corporate Developments
The following is a summary of corporate developments with respect to matters affecting the Company and
its subsidiaries. Readers are cautioned that there are a number of legal and regulatory matters that are
currently affecting the Company and that the following is only a brief summary of such matters. For a more
complete discussion of these matters, see the Company’s news releases and its 2017 Annual Information
Form and specifically the section entitled “Risks that can affect our business” therein available on SEDAR
at www.sedar.com. The following summary also contains forward-looking statements and readers are
referred to “Caution Regarding Forward-looking Information”.
Kyrgyz Republic
Strategic Agreement
As previously disclosed, Centerra and its Kyrgyz subsidiaries (Kumtor Gold Company (“KGC”) and
Kumtor Operating Company) entered into a comprehensive settlement agreement (the “Strategic
Agreement”) with the Government of the Kyrgyz Republic (the “Kyrgyz Government”) on behalf of the
Kyrgyz Republic on September 11, 2017. The Strategic Agreement includes, among other things:
(i) full and final reciprocal releases and resolution of all existing arbitral and environmental claims,
disputes, proceedings and court orders, and releases of the Company and its Kyrgyz subsidiaries
from future claims covering the same subject matter as the existing environmental claims arising
from approved mine activities;
(ii) the agreement of KGC to:
a. make a one-time lump sum payment totaling $57 million to a new, government-
administered Nature Development Fund ($50 million) following closing and to a new,
government administered Cancer Care Support Fund ($7 million); the $7 million to the
Cancer Care Support Fund was paid in 2017;
b. within 12 months of closing make a further one-time payment of $3 million to the new,
government administered Cancer Care Support Fund;
c. make annual payments of $2.7 million to the Nature Development Fund, conditional on
the Government continuing to comply with its obligations under the Strategic Agreement;
and
d. accelerate its annual payments to Kumtor’s Reclamation Trust Fund in the amount of $6
million a year until the total amount contributed by KGC reaches the total estimated
reclamation cost for the Kumtor Project (representing the independent assessment of
Kumtor’s current reclamation costs) subject to a minimum total reclamation cost of $69
million (which is broadly in line with KGC’s current estimated reclamation cost for the
Kumtor Project);
The releases of liability and outstanding payments are subject to a range of initial conditions precedent
designed to protect Centerra, KGC and KOC, including (i) the approval by the Kyrgyz Government of
various outstanding items, including the Kumtor life-of-mine (LOM) plan, official reserves report and the
tailings dam expansion, (ii) compliance by the Kyrgyz Government with its obligations under the project
agreements entered into by the Government, KOC and KGC in 2009 (the “Kumtor Project Agreements”),
CENTERRA GOLD INC. ANNUAL REPORT 201836 (iii) continued operation of the Kumtor Mine by KGC and KOC with all necessary permits, (iv) no
expropriatory action having been taken by the Kyrgyz Government, and (v) termination of the
environmental disputes and the civil and criminal proceedings instigated by the Kyrgyz General
Prosecutor’s Office on terms satisfactory to Centerra. The Kyrgyz Government approvals noted in (i) above
have all been obtained and most of the civil and criminal proceedings (other than the SIETS environmental
claims discussed below) have been terminated.
The Company is continuing to work closely with the Kyrgyz Government to expeditiously satisfy the
remaining conditions precedent to the Strategic Agreement, including the termination of certain legal
proceedings. The initial longstop date for the satisfaction of all of the conditions precedent to completion
of the Strategic Agreement has been extended by agreement of all the parties a number of times, most
recently to May 31, 2019.
In connection with the Strategic Agreement, the arbitration previously commenced by Centerra, KGC and
KOC against the Government of the Kyrgyz Republic and Kyrgyzaltyn has been suspended until May 31,
2019. During the suspension, the parties will work towards completing the Strategic Agreement and the
resolution of all outstanding matters affecting the Kumtor Project.
Kyrgyz Republic Claims
SIETS Claims
As previously disclosed, on May 25, 2016, the Bishkek Inter-District Court in the Kyrgyz Republic ruled
against Kumtor Operating Company (“KOC”), Centerra’s wholly-owned subsidiary, on two claims made
by the State Inspectorate Office for Environmental and Technical Safety of the Kyrgyz Republic (“SIETS”)
in relation to the placement of waste rock at the Kumtor waste dumps and unrecorded wastes from Kumtor’s
effluent and sewage treatment plants. The Inter-District Court awarded damages of 6,698,878,290 Kyrgyz
soms (approximately $96.6 million at current exchange rates) and 663,839 Kyrgyz soms (approximately
$9,600 at current exchange rates), respectively. On June 1, 2016, the Inter-District Court ruled against KOC
on two other claims made by SIETS in relation to alleged land damage and failure to pay for water use. The
Inter-District Court awarded damages of 161,840,109 Kyrgyz soms (approximately $2.3 million) and
188,533,730 Kyrgyz soms (approximately $2.7 million), respectively.
On March 27, 2018, upon the application of SIETS, the Bishkek City Court terminated each of the SIETS
claims noted above. However, in April 2018, SIETS successfully appealed the decisions to terminate these
claims and the claims have been returned to the court of first instance for further consideration. Despite
this development, the Company expects these claims to be resolved in connection with the Strategic
Agreement.
Kyrgyz Republic General Prosecutor’s Office Proceedings
The Company is and was subject to a number of other criminal proceedings commenced by the Kyrgyz
Republic General Prosecutor’s Office and other Kyrgyz Republic state agencies as described below.
Criminal Investigation into Environmental Matters
KGC is also aware of an outstanding criminal investigation in the Kyrgyz Republic which concerns the
same subject matter as the SIETS claims described above. The Company expects that this investigation
will be terminated in connection with the Strategic Agreement.
CENTERRA GOLD INC. ANNUAL REPORT 201837 Land Use Claim
As previously noted, KGC had challenged the purported 2012 cancellation of its land use (surface) rights
over the Kumtor concession areas in the Kyrgyz Republic courts as well as in its arbitration claim (described
above). On August 28, 2017, the Bishkek Inter-District Court terminated the proceeding commenced by
the GPO in respect of Kumtor’s land use rights over the Kumtor concession area. The Company received
new land use certificates on January 24, 2019.
Kyrgyz State Tax Orders
In August 2018, KGC commenced a claim in the Kyrgyz courts (refiled on September 26, 2018) seeking
to invalidate orders of the Kyrgyz Republic State Tax Service which reassessed taxes (including sanctions
and penalties) owing from KGC for the period from 2016 to 2017 in the amount of 1,377,709,739.44
Kyrgyz Soms (approximately $20 million), primarily in relation to the alleged failure to pay taxes on high
altitude premiums paid to employees at the Kumtor mine site. The Kyrgyz court held a hearing in
December 2018 and satisfied KGC’s claim to invalidate the orders. This court decision came into effect
on January 10, 2019 after the customary appeal period expired.
GPO Review of Kumtor Project Agreements
On June 14, 2016, according to reports in the Kyrgyz Republic, the Kyrgyz Republic President instructed
the GPO to investigate the legality of the agreements relating to the Kumtor Project which were entered
into in 2003, 2004 and 2009. The 2009 Restated Investment Agreement governing the Kumtor Project
which was entered into in 2009 superseded entirely the 2003 and 2004 agreements. The 2009 Restated
Investment Agreement was negotiated with the Kyrgyz Republic Government, Kyrgyzaltyn and their
international advisers, and approved by all relevant Kyrgyz Republic state authorities, including the Kyrgyz
Republic Parliament and any disputes under the 2009 Restated Investment Agreement are subject to
resolution by international arbitration. The Company understands that this investigation has been closed
with respect to certain individuals.
Management Assessment of Outstanding Kumtor Matters
As noted above, the Strategic Agreement contained no admission on the part of Centerra or its Kyrgyz
subsidiaries of: (i) any environmental wrongdoing, (ii) any non-compliance with Kyrgyz law or the Kumtor
Project Agreements or (iii) any pre-existing obligation to make additional environmental or Reclamation
Trust Fund payments or environmental remediation efforts. The Company and KGC continue to dispute
all of the allegations noted above.
While the Strategic Agreement provides a pathway for the resolution of all outstanding matters affecting
the Kumtor Project, there are no assurances that all of the conditions precedent to the completion of the
settlement contained in the Strategic Agreement will be satisfied. If the settlement contained in the Strategic
Agreement is not completed, there are no assurances that (i) the Company will be able to successfully
resolve any or all of the outstanding matters affecting the Kumtor Project or that any future discussions
between the Kyrgyz Republic Government and Centerra will result in a mutually acceptable resolution; or
(ii) the Kyrgyz Republic Government and/or Parliament will not take actions that are inconsistent with the
Government’s obligations under the Strategic Agreement or Kumtor Project Agreements, including
adopting a law “denouncing” or purporting to cancel or invalidate the Kumtor Project Agreements or laws
enacted in relation thereto which have the effect of nationalization of the Kumtor Project.
The inability to successfully resolve all such matters, whether through the Strategic Agreement or
otherwise, could lead to suspension of operations of the Kumtor Project and would have a material adverse
impact on the Company’s future cash flows, earnings, results of operations and financial condition.
CENTERRA GOLD INC. ANNUAL REPORT 201838 Furthermore, if all such claims are not resolved as provided for in the Strategic Agreement and despite the
Company’s view that all disputes related to the 2009 Restated Investment Agreement should be determined
in arbitration, there are risks that the arbitrator may (i) reject the Company’s claims; (ii) determine it does
not have jurisdiction; and/or (iii) stay the arbitration pending determination of certain issues by the Kyrgyz
Republic courts. Even if the Company receives an arbitral award in its favour against the Kyrgyz Republic
and/or Kyrgyzaltyn, there are no assurances that it will be recognized or enforced in the Kyrgyz Republic.
Accordingly, the Company may be obligated to pay part of or the full amounts of, among others, the SIETS
claims and the Kyrgyz State tax orders, regardless of the action taken by the arbitrator. The Company does
not have insurance or litigation reserves to cover these costs. If the Company were obligated to pay these
amounts, it would have a material adverse impact on the Company’s future cash flows, earnings, results of
operations and financial condition.
Other
In 2018, the Company initiated a review of its long-term water treatment options at the Endako Mine, as a
result of ongoing discussions concerning mine reclamation obligations among regulatory and industry
bodies in British Columbia. These discussions are ongoing but may result in amended regulations in 2019.
As a result, the Company expects to update its technical studies and environmental studies for the Endako
mine in 2019, the result of which may require an increase to Endako’s asset retirement obligation.
The Company operates in multiple countries around the world and accordingly is subject to, and pays, taxes
under the various regimes in those jurisdictions in which it operates. These tax regimes are determined
under general corporate income tax and other laws of the respective jurisdiction. The Company has
historically filed, and continues to file, all required tax returns and to pay the taxes reasonably determined
to be due. The tax rules and regulations in many countries are complex and subject to interpretation. From
time to time the Company’s tax filings are subject to review and in connection with such reviews disputes
can arise with the taxing authorities over the Company’s interpretation of the country’s tax laws. The
Company records provisions for future disbursements considered probable. As at December 31, 2018, the
Company did not have any material provision for claims or taxation assessments.
Accounting Estimates, Policies and Changes
Accounting Estimates
The preparation of consolidated financial statements in accordance with IFRS requires management to
make judgments, estimates and assumptions that affect the application of the Company’s accounting
policies, which are described in note 3 of the consolidated financial statements, the reported amounts of
assets and liabilities and disclosure of commitments and contingent liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. The
determination of estimates requires the exercise of judgment based on various assumptions and other factors
such as historical experience, current and expected economic conditions. Actual results could differ from
those estimates.
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.
CENTERRA GOLD INC. ANNUAL REPORT 201839 The key sources of estimation uncertainty and judgment used in the preparation of the consolidated financial
statements that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities and earnings within the next financial year are outlined in detail in note 4 of the December
31, 2018 financial statements.
Recently adopted and recently issued but not adopted accounting guidance
Note 5 in the consolidated financial statements for the year ended December 31, 2018 describes the new
policy adopted on January 1, 2018 for IFRS 15, Revenue from Contracts with Customers, and presents a
list of recently issued accounting standards not yet adopted by the Company, providing a brief description
on the nature of these changes and potential impact on the Company. The recently issued accounting
standards and amendments are as follows: IFRS 16, Leases and IFRIC 23, Uncertainty over Income Tax
Treatments.
The Company concluded that there were no material changes to amount and timing of revenue recognized
as a result of adopting IFRS 15. The Company has assessed the impact of adopting IFRS 16 and estimates
it will recognize additional lease liabilities and corresponding assets of approximately $21.0 million on
January 1, 2019. It is expected that the adoption of IFRIC 23 on January 1, 2019 will not have a material
impact on the Company’s financial statements.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting
(“ICFR”)
The Company’s management, including the CEO and CFO, is responsible for the design of disclosure
controls and procedures (“DC&P”) and internal controls over financial reporting (“ICFR”). Centerra
adheres to the Committee of Sponsoring Organizations of the Treadway Commission’s (COSO) revised
2013 Internal Control Framework for the design of its ICFR.
The evaluation of DC&P and ICFR was carried out under the supervision of and with the participation of
management, including Centerra’s CEO and CFO. Based on these evaluations, the CEO and the CFO
concluded that the design and operation of these DC&P and ICFR were effective throughout 2018.
2019 Outlook
Production, cost and capital forecasts for 2019 are forward-looking information and are based on key
assumptions and subject to material risk factors that could cause actual results to differ materially. These
risks are discussed herein under the headings “Risks That Can Affect Our Business”, “Material
Assumptions & Risks” and “Caution Regarding Forward-Looking Information” in this document. Also
refer to the Company’s most recent Annual Information Form and specifically the section entitled “Risks
That Can Affect Our Business” therein available on SEDAR.
CENTERRA GOLD INC. ANNUAL REPORT 201840 2019 Gold Production
Centerra’s 2019 gold production is expected to be between 690,000 to 740,000 ounces. Kumtor’s gold
production forecast is expected to be in the range of 535,000 ounces to 565,000 ounces with approximately
28% of the production expected to be in the fourth quarter of 2019. At Mount Milligan, mill throughput is
expected to be reduced during the remainder of the winter season to properly manage the water balance
until the water flow increases in the spring, after which, mill throughput levels are expected to return to full
capacity once the spring melt has commenced, typically in April. In the second half of 2019, the Company
expects to achieve an average daily throughput of approximately 55,000 tonnes per calendar day. For the
full year, the Company expects Mount Milligan’s total (streamed and unstreamed) payable gold production
to be in the range of 155,000 to 175,000 ounces.
2019 Copper Production
Centerra expects total (streamed and unstreamed) payable copper production from the Mount Milligan Mine
to be in the range of 65 million pounds to 75 million pounds.
Centerra’s 2019 production is forecast as follows:
2019 Production Guidance
Units
Kumtor
Mount Milligan(1)
Centerra
Gold(2)
Unstreamed Gold Payable Production
Streamed Gold Payable Production(1)
(Koz)
(Koz)
535 – 565
–
Total Gold Payable Production(2)
(Koz)
535 – 565
101 – 114
54 – 61
155 – 175
636 – 679
54 – 61
690 – 740
Copper(3)
Unstreamed Copper Payable Production
Streamed Copper Payable Production(1)
Total Copper Payable Production(3)
(Mlb)
(Mlb)
(Mlb)
–
–
–
53 – 61
12 – 14
65 – 75
53 – 61
12 – 14
65 – 75
Concentrate production in dry tonnes
(Kt)
1. Royal Gold streaming agreement entitles Royal Gold to 35% and 18.75% of gold and copper sales, respectively, from
the Mount Milligan mine. Under the stream arrangement, Royal Gold will pay $435 per ounce of gold delivered and
15% of the spot price per metric tonne of copper delivered.
2. Gold production assumes 81.6% recovery at Kumtor and 60.0% recovery at Mount Milligan.
3. Copper production assumes 81.8% recovery for copper at Mount Milligan.
2019 All-in Sustaining Unit Costs NG
Centerra’s 2019 all-in sustaining costs per ounce sold NG are calculated on a by-product basis and are
forecast as follows:
CENTERRA GOLD INC. ANNUAL REPORT 201841 2019 All-in Sustaining Unit Costs NG (4)
Kumtor
Mount Milligan(2)
Centerra(2)
Ounces sold forecast
535,000 – 565,000
155,000 – 175,000
690,000-740,000
All-in sustaining costs on a by-product basis(1), (2)
$666 - $703
$727 - $821
$723 – $775
Revenue-based tax(3) and taxes(3)
171 – 180
21 - 24
135 – 145
All-in sustaining costs on a by-product basis,
including taxes (1), (2), (3)
$837 – $883
$748 – $845
$858 – $920
Gold - All-in sustaining costs on a co-product basis
($/ounce) (1),(2)
Copper - All-in sustaining costs on a co-product
basis ($/pound) (1),(2)
$666 - $703
$803 - $906
$741 - $795
–
$1.93 - $2.23
$1.93 – $2.23
1) All-in sustaining costs per ounce sold, all-in sustaining costs per ounce sold on a by-product basis, all-in sustaining costs
on a by-product basis including taxes per ounce sold and all-in sustaining costs on a co-product basis (gold and copper)
on a per unit basis are non-GAAP measures and are discussed under “Non-GAAP Measures”.
2) Mount Milligan payable production and ounces sold are on a 100% basis (the Mount Milligan Streaming Arrangement
entitles Royal Gold to 35% and 18.75% of gold and copper sales, respectively). Unit costs and consolidated unit costs
include a credit for forecasted copper sales treated as by-product for all-in sustaining costs and all-in sustaining costs plus
taxes. The copper sales are based on a copper price assumption of $2.80 per pound sold for Centerra’s 81.25% share of
copper production and the remaining 18.75% of copper revenue at $0.42 per pound (15% of spot price, assuming spot at
$2.80 per pound), representing the Mount Milligan Streaming Arrangement. Payable production for copper and gold
reflects estimated metallurgical losses resulting from handling of the concentrate and payable metal deductions, subject
to metal content, levied by smelters.
Includes revenue-based tax at Kumtor and the British Columbia mineral tax at Mount Milligan based on a forecast gold
price assumption of $1,200 per ounce sold.
Results in chart may not add due to rounding.
4)
3)
2019 Exploration Expenditures
Planned exploration expenditures for 2019 are expected to be $30 million, including approximately $20
million for brownfields exploration (Kumtor - $11 million, Mount Milligan - $3 million, Öksüt - $2.5
million and Kemess - $2 million) and the balance for generative and other exploration programs.
2019 Capital Expenditures
Centerra’s projected capital expenditures for 2019, excluding capitalized stripping, are estimated to be $275
million, including $91 million of sustaining capitalNG and $184 million of growth capitalNG.
Projected capital expenditures (excluding capitalized stripping) include:
CENTERRA GOLD INC. ANNUAL REPORT 201842 Projects
Kumtor Mine
Mount Milligan Mine
Öksüt Project
Kemess Underground Project
Greenstone Gold Property
Other
Endako Mine
facility and Corporate)
Consolidated Total
(Thompson Creek Mine,
(75%), Langeloth
2019 Sustaining Capital(1)
($ millions)
45
37
-
-
2019 Growth Capital(1)
($ millions)
14
-
123
26
-
9
$91
21
-
$184
(1) Sustaining capital and growth are non-GAAP measures and are discussed under “Non-GAAP Measures”.
Kumtor
At Kumtor, 2019 total capital expenditures, excluding capitalized stripping, are forecast to be $59 million.
Spending on sustaining capitalNG of $45 million relates primarily to major overhauls and replacements of
the heavy-duty mine equipment ($39 million).
Growth capitalNG investment at Kumtor for 2019 is forecast at $14 million which includes capital
expenditures for tailings dam construction ($6 million), pit dewatering projects ($2 million) and other
projects ($6 million).
The cash component of capitalized stripping costs related to the development of the open pit is expected to
be $88 million of the $108 million total capitalized stripping estimated in 2019.
Mount Milligan
At Mount Milligan, 2019 sustaining capital expenditures are forecast to be $37 million and relates primarily
to tailing dam construction ($23 million), mine equipment rebuilds and replacements ($8 million) and water
supply improvement projects ($3 million) and other projects ($3 million).
Öksüt Project
At Öksüt, 2019 planned capital spending is expected to be approximately $123 million. The total cost of
construction is expected to be approximately $220 million (including contingency) to first gold pour which
is anticipated in the first quarter of 2020. At December 31, 2018 construction activities at the Öksüt site
are approximately 38% complete as noted above. In 2019, stripping is expected to commence in June and
ore stockpiling in July.
Kemess Underground Project
In 2019, total spending at the Kemess Underground Project (KUG) is estimated at $40 million including
$14 million for care and maintenance and $26 million on capitalized pre-construction activities. Most of
the pre-construction costs are related to the construction of a water treatment plant and water discharge
system. The Company has substantially all permits and approvals in place after receiving the amended
Mines Act Permit and effluent discharge permit in 2018. In 2019, the Company plans to advance the water
treatment plant and water discharge system construction, continue to maintain the Kemess site, progress
detailed engineering and complete optimization studies on the project.
Greenstone Gold Property
Centerra’s guidance for 2019 expenditures relating to the Greenstone Gold Property (50-50 joint venture
with Premier Gold) including the Hardrock Project is approximately $41.6 million (Cdn$54 million), on a
100% basis, with objective to optimize the economics of the Hardrock Project and to continue to de-risk
the project. The 2019 program includes detailed engineering ($13 million) on higher risk areas to confirm
and optimize the capex, operating costs, mine plan updates and infill drilling to further improve accuracy
CENTERRA GOLD INC. ANNUAL REPORT 201843 of the resource model. The program will also advance and finalize long-term relationship agreements with
local indigenous groups including community relations ($8.3 million), environmental and permitting
activities to complete the EA/EIA approvals ($2.2 million) and project support, property acquisitions and
administration ($15.5 million).
The forecast spending for 2019 will be fully funded by Centerra with 50% of spending accounted for as
pre-development project spending or exploration and expensed through Centerra’s income statement. The
remaining 50% of spending will be capitalized on Centerra’s balance sheet and be accounted for as an
acquisition cost of the Greenstone Gold Property.
2019 Corporate Administration
Corporate and administration expense for 2019 is forecast to be $31 million (including $6 million of stock-
based compensation expense).
2019 Depreciation, Depletion and Amortization
Consolidated depreciation, depletion and amortization (DD&A) expense included in costs of sales expense
for 2019 is forecasted to be in the range of $220 million to $240 million including Kumtor’s DD&A expense
of $170 million to $180 million, Mount Milligan’s DD&A expense of $38 million to $45 million, and
Langeloth and other properties’ DD&A expense range of $12 million to $15 million.
2019 Taxes
Pursuant to the Restated Investment Agreement, Kumtor’s operations are not subject to corporate income
taxes. Instead, the Restated Investment Agreement imposes a tax of 13% on gross revenue (plus 1% for the
Issyk-Kul Oblast Development Fund).
The Mount Milligan operations are subject to corporate income tax and British Columbia mineral tax.
Corporate income tax for 2019 is forecast to be nil, while British Columbia mineral tax is forecast to be
between $3.2 million and $4.2 million.
Sensitivities
Centerra’s revenues, earnings and cash flows for 2019 are sensitive to changes in certain key inputs or
currencies. The Company has estimated the impact of any such changes on revenues, net earnings and cash
from operations.
Impact on
($ millions)
Impact on
($ per ounce sold)
Change
Costs
Revenues Cash flows
Net
Earnings
(after tax)
AISC(3) on by-
product basis
$50/oz
5.4 – 6.0
32.5 – 34.5 26.7 – 28.7 26.7 – 28.7
4.5 – 5.5
18.0 – 20.0 13.0 – 14.5 13.0 - 14.5
Gold price(1)
Copper price(1)
Diesel fuel
Kyrgyz som(2)
Turkish Lira(2)
10%
10%
8.9 – 10.4
1 som
1.2 – 1.7
1 lira
12.5 – 14.0
-
-
-
8.9 – 10.4
8.9 – 10.4
1.2 – 1.7
1.2 – 1.7
12.5 – 14.0
-
2 – 2
16 – 19
12 – 14
2 – 2
-
(1) Gold and copper price sensitivities include the impact of the hedging program set up to mitigate gold and copper price
risks.
(2) Appreciation of currency against the U.S. dollar will result in higher costs and lower cash flow and earnings,
depreciation of currency against the U.S. dollar results in decreased costs and increased cash flow and earnings.
(3) Non-GAAP measure. See discussion under “Non-GAAP Measures”.
CENTERRA GOLD INC. ANNUAL REPORT 201844 Material Assumptions and Risks
Material assumptions or factors used to forecast production and costs for 2019 include the following:
•
•
•
•
•
a gold price of $1,200 per ounce,
a copper price of $2.80 per pound,
a molybdenum price of $12 per pound,
exchange rates:
o $1USD:$1.30 Canadian dollar,
o $1USD:69.0 Kyrgyz som,
o $1USD:5.00 Turkish lira,
o $1USD:0.79 Euro,
diesel fuel price assumption:
o $0.54/litre at Kumtor,
o $0.87/litre (CAD$1.13/litre) at Mount Milligan.
The assumed diesel price of $0.54/litre at Kumtor assumes that no Russian export duty will be paid on the
fuel exports from Russia to the Kyrgyz Republic. Diesel fuel for Kumtor is sourced from separate Russian
suppliers. The diesel fuel price assumptions were made when the price of oil was approximately $60 per
barrel. Crude oil is a component of diesel fuel purchased by the Company, such that changes in the price
of Brent crude oil generally impacts diesel fuel prices. The Company established a hedging strategy to
manage changes in diesel fuel prices on the cost of operations at the Kumtor mine. The Company targets
to hedge up to 50% of crude oil component of monthly diesel purchases exposure.
Other material assumptions were used in forecasting production and costs for 2019. These material
assumptions include the following:
• The Mount Milligan processing facility continues to have access to sufficient water supplies to
operate year-round at the intended capacity. This includes management’s expectations of annual
average precipitation, reduction in water losses/deferrals to the sands and gravels, that we continue
to successfully draw water from existing permitted water wells, identify and access new water wells
available for permitting and capture permittable water sources from within the existing operations.
Guidance assumes that Mount Milligan will pump water from nearby Philip Lake, Rainbow Creek
and Meadows Creek after receiving approvals of amendments to the Mount Milligan’s
Environmental Assessment Certificate and related permits.
• The Company and the Kyrgyz Republic Government (“Government”) continue to work
constructively to complete the Kumtor Strategic Agreement, the Government does not take any
actions that are contrary to the Strategic Agreement and/or the Kumtor Project Agreement and
which have a material adverse impact on the Kumtor operations, and the Kyrgyz proceedings are
not reinstated or progressed contrary to the terms of the Strategic Agreement and/or the Kumtor
Project Agreements.
• The mine plans, expertises and related permits and authorizations at Kumtor which have been
received to date for 2019 are not withdrawn and that any further approvals are obtained in a timely
manner from relevant governmental agencies in the Kyrgyz Republic.
• Any recurrence of political or civil unrest in the Kyrgyz Republic will not impact operations,
including movement of people, supplies and gold shipments to and from the Kumtor mine and/or
power to the mine site.
• Any sanctions imposed on Russian entities do not have a negative effect on the costs or availability
of inputs or equipment to the Kumtor Project.
• Any political issues in Turkey do not have a negative effect on the Öksüt Project.
• The movement in the Central Valley Waste Dump at Kumtor, initially referred to in the Annual
Information Form for the year ended December 31, 2013, and in the Lysii and Sarytor Waste
CENTERRA GOLD INC. ANNUAL REPORT 201845 Dumps, does not accelerate and will be managed to ensure continued safe operations, without
impact to gold production.
• The buttress constructed at the bottom of the Davidov glacier continues to function as designed.
• The Company can manage the risks associated with the increased height of the pit walls at Kumtor.
• The dewatering program at Kumtor continues to produce the expected results and the water
management system works as planned.
• The pit walls at Kumtor and Mount Milligan remain stable.
• The resource block model at Kumtor and Mount Milligan reconcile as expected against production.
• Grades and recoveries at Kumtor and Mount Milligan remain consistent with the 2019 production
plan to achieve the forecast gold and copper production.
• The Kumtor mill and the Mount Milligan mill continues to operate as expected, including that there
are no unplanned suspension of operations due to (among other things), mechanical or technical
performance issues.
• There are no changes to any existing agreements and relationships with affected First Nations
groups which would materially and adversely impact our operations.
• There are no unfavourable changes to concentrate sales arrangements at Mount Milligan and
roasting arrangements at the Langeloth facility.
• There are no adverse regulatory changes affecting the Kumtor and Mount Milligan operations and
the Company’s molybdenum assets.
• Exchange rates, prices of key consumables, costs of power, water usage fees, and any other cost
assumptions at all operations and projects of the Company are not significantly higher than prices
assumed in planning.
• No unplanned delays in or interruption of scheduled production from our mines, including due to
climate/weather conditions, political or civil unrest, natural phenomena, regulatory or political
disputes, equipment breakdown or other developmental and operational risks.
• Third party logistic providers can meet Centerra’s logistics needs.
• The Company and its applicable subsidiaries throughout the year continue to meet the terms of
their respective credit facilities to maintain current borrowings and compliance with applicable
financial covenants.
The Company cannot give any assurances with respect to the above noted factors.
Production, cost and capital forecasts for 2019 are forward-looking information and are based on key
assumptions and subject to material risk factors that could cause actual results to differ materially and which
are discussed herein under the headings “Material Assumptions & Risks” and “Caution Regarding Forward-
Looking Information” in this document and under the heading “Risks That Can Affect Our Business” in
the Company’s most recent Annual Information Form.
CENTERRA GOLD INC. ANNUAL REPORT 201846 Non-GAAP Measures
This document contains the following non-GAAP financial measures: all-in sustaining costs per ounce sold
on a by-product basis, all-in sustaining costs per ounce sold on a by-product basis including taxes, and all-
in sustaining costs per ounce sold on a co-product basis. In addition, non-GAAP financial measures include
operating costs (on a sales basis), adjusted operating costs and adjusted operating costs per ounce sold, as
well as capital expenditures (sustaining) and capital expenditures (growth) and cash provided by operations
before changes in working capital. These financial measures do not have any standardized meaning
prescribed by GAAP and are therefore unlikely to 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, which can be found at http://www.gold.org.
Management believes that the use of these non-GAAP measures will assist analysts, investors and other
stakeholders of the Company in understanding the costs associated with producing gold, understanding the
economics of gold mining, assessing our operating performance, our ability to generate free cash flow from
current operations and to generate free cash flow on an overall Company basis, and for planning and
forecasting of future periods. However, the measures do 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
expenditures a company has to make to fully develop its properties. Accordingly, these non-GAAP
measures should not be considered in isolation, or as a substitute for, analysis of our results as reported
under GAAP.
Definitions
The following is a description of the non-GAAP measures used in this MD&A. The definitions are similar
to the WGC’s Guidance Note on these non-GAAP measures:
• Production costs represent operating costs associated with the mining, milling and site
administration activities at the Company’s operating sites, excluding costs unrelated to production
such as mine standby and community costs related to current operations.
• Operating costs (on a sales basis) include mine operating costs such as mining, processing, site
support, royalties and operating taxes (except at Kumtor where revenue-based taxes are excluded),
but exclude depreciation, depletion and amortization (DD&A), reclamation costs, financing costs,
capital development and exploration.
• Adjusted operating costs per ounce sold include operating costs (on a sales basis), regional office
administration, mine standby costs, community costs related to current operations, refining fees
and by-product credits.
• All-in sustaining costs on a by-product basis per ounce sold include adjusted operating costs, the
cash component of capitalized stripping costs, corporate general and administrative expenses,
accretion expenses, and sustaining capital, net of copper and silver credits. The measure
incorporates costs related to sustaining production. Copper and silver credits represent the expected
revenue from the sale of these metals.
• All-in sustaining costs on a by-product basis per ounce sold including taxes, include revenue-based
tax at Kumtor and taxes (mining and income) at Mount Milligan.
• All-in sustaining costs on a co-product basis per ounce of gold sold or per pound of copper sold,
operating costs are allocated between copper and gold based on production. To calculate the
allocation of operating costs, copper production has been converted to ounces of gold equivalent
using the copper production for the periods presented, as well as an average of the futures prices
during the quotational pricing period for copper and gold sold from Mount Milligan. For the twelve
months ended December 31, 2018, 422 pounds of copper was equivalent to one ounce of gold.
• Adjusted earnings is calculated by adjusting net earnings (loss) as recorded in the condensed
interim consolidated statements of income (loss) and comprehensive income (loss) for non-
recurring items.
CENTERRA GOLD INC. ANNUAL REPORT 201847 • Capital expenditure (Sustaining) is a capital expenditure necessary to maintain existing levels of
production. The sustaining capital expenditures maintain the existing mine fleet, mill and other
facilities so that they function at levels consistent from year to year.
• Capital expenditure (Growth) is capital expended to expand the business or operations by
increasing productive capacity beyond current levels of performance.
• Growth projects are defined as projects that are beyond the exploration stage but are pre-
operational. For 2018, growth projects include Öksüt, Kemess and the Greenstone Gold Property.
• Average realized gold price is calculated by dividing revenue (including third party sales and the
fixed amount received under the Mount Milligan Streaming Arrangement) derived from gold sales
by the number of ounces sold.
• Average realized copper price is calculated by dividing revenue (including third party sales and the
fixed amount received under the Mount Milligan Streaming Arrangement) derived from copper
sales by the number of pounds sold.
• Free cash flow (unlevered) is calculated as cash provided by operations less additions to property,
plant and equipment.
• Cash provided by operations before changes in working capital starts with cash provided by
operations and removes the changes in working capital as presented in the Company’s Statement
of Cash Flows.
CENTERRA GOLD INC. ANNUAL REPORT 201848 ,
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CENTERRA GOLD INC. ANNUAL REPORT 201849
Adjusted earnings can be reconciled as follows:
Adjusted earnings is intended to provide investors with information about the Company’s continuing
income generating capabilities. Hence, this measure adjusts for the earnings impact of non-recurring items.
($ millions, except as noted)
Net earnings (loss)
Adjust for non-recurring items:
Kyrgyz Republic settlement
Asset Impairment- Mongolia (net of tax)
AuRico Metals Inc. acquisition and integration expenses
Gain on sale of royalty portfolio
Proceeds from sale of ATO (net of tax)
Income tax benefit from US tax reform
Tax adjustment
Adjusted net earnings
Net earnings (loss) per share - basic
Net earnings (loss) per share - diluted
Adjusted net earnings per share - basic
Adjusted net earnings per share - diluted
Three months ended December 31,
Year ended December 31,
2018
2017
2018
2017
$
49.0 $
130.0 $
107.5 $
209.5
-
-
-
-
-
-
-
-
-
-
-
(21.3)
-
-
8.4
4.4
(28.0)
(9.4)
-
(5.2)
60.0
39.7
-
-
(6.9)
(21.3)
$
$
$
$
$
49.0 $
108.7 $
77.8 $
281.0
0.17 $
0.17 $
0.17 $
0.17 $
0.45 $
0.44 $
0.37 $
0.36 $
0.37 $
0.36 $
0.27 $
0.26 $
0.72
0.72
0.96
0.96
Free cash flow (unlevered) is calculated as follows:
Three months ended December 31,
Year ended December 31,
($ millions, except as noted)
Cash provided by operations (1)
Adjust for:
Additions to property, plant and equipment (1)
Free cash flow (deficit)
$
$
(1) as presented in the Company's Consolidated Statements of Cash Flows.
2018
2017
2018
151.6 $
170.4 $
217.5 $
2017
500.9
(86.1)
(64.4)
(285.9)
(278.0)
65.5 $
106.0 $
(68.4) $
222.9
CENTERRA GOLD INC. ANNUAL REPORT 201850 Sustaining capital, growth capital and capitalized stripping presented in the All-in Sustaining cost
measures can be reconciled as follows:
Three months ended December 31,
($ millions)
(Unaudited)
2018
Capitalized stripping –cash
Sustaining capital - cash
Growth capital - cash
Greenstone Gold Property pre-development capital cash
Kemess Property pre-development capital cash
Öksüt project development capital - cash
Molybdenum business capital - cash
Prepayment for capital
Adjustment for changes in accruals and other non-cash items included in additions to PP&E
Greenstone Gold Property translation adjustment
Total - Additions to PP&E (1)
2017
($ millions)
Capitalized stripping –cash
Sustaining capital - cash
Growth capital - cash
Öksüt project development capital - cash
Prepayment for capital
Adjustment for changes in accruals and other non-cash items included in additions to PP&E
Total - Additions to PP&E (1)
(Unaudited)
Kumtor
Mount
Milligan
Turkey
All
other
Consolidated
26.3
11.9
2.9
-
-
-
1.0
0.1
-
42.2
24.4
16.4
7.1
-
(0.8)
-
47.1
-
10.1
-
-
-
-
-
0.1
(2.2)
-
8.0
-
11.9
-
-
1.3
-
13.2
-
-
-
-
15.2
-
2.2
(0.3)
-
17.1
-
-
-
1.8
0.8
-
2.6
-
-
-
2.4
13.7
-
1.5
-
0.3
1.0
18.8
-
-
-
-
-
1.6
1.6
26.3
22.0
2.9
2.4
13.7
15.2
1.5
3.3
(2.1)
1.0
86.1
24.4
28.3
7.1
1.8
1.3
1.6
64.4
Year ended December 31,
Kumtor
Mount
Milligan
Turkey
All
other
Consolidated
(Unaudited)
($ millions)
2018
Capitalized stripping –cash
Sustaining capital - cash
Growth capital - cash
Greenstone Gold Property pre-development capital cash
Kemess Property pre-development capital cash
Öksüt project development capital - cash
Molybdenum business capital - cash
Prepayment for capital
Adjustment for changes in accruals and other non-cash items included in additions to PP&E
Greenstone Gold Property translation adjustment
Total - Additions to PP&E (1)
2017
($ millions)
Capitalized stripping –cash
Sustaining capital - cash
Growth capital - cash
Gatsuurt project development capital cash
Greenstone Gold Property pre-development capital cash
Öksüt project development capital - cash
Molybdenum business capital - cash
Prepayment for capital
Adjustment for changes in accruals and other non-cash items included in additions to PP&E
Total - Additions to PP&E (1)
(1) as presented in the Company's Consolidated Statements of Cash Flows
(Unaudited)
103.9
43.7
16.7
-
-
-
3.0
(3.9)
-
163.4
149.4
59.0
18.0
-
-
-
-
2.4
(1.6)
227.2
-
42.2
-
-
-
-
1.7
(9.0)
-
34.9
-
27.2
-
-
-
-
-
6.1
0.8
34.1
-
-
-
-
43.9
-
9.4
(9.5)
-
43.8
-
-
-
-
-
6.6
-
2.1
-
8.7
-
-
-
10.0
30.7
-
2.3
-
0.3
0.6
43.8
-
0.1
-
2.4
3.8
-
0.5
-
1.3
8.1
103.9
85.9
16.7
10.0
30.7
43.9
2.3
14.1
(22.1)
0.6
285.9
149.4
86.3
18.0
2.4
3.8
6.6
0.5
10.6
0.5
278.0
CENTERRA GOLD INC. ANNUAL REPORT 201851 Reconciliation of Cash Provided by Operations Before Changes in Working Capital:
($ millions)
Three months ended December 31, 2018
Kumtor
Mount Milligan Molybdenum
Other
Consolidated
Cash provided by (used in) operations
149.6
39.3
(10.6)
(26.6)
151.6
Add back (deduct):
Change in operating working capital
(5.4)
(10.8)
7.8
13.6
5.2
Net cash provided by (used in) operations before
changes in working capital
144.1
28.5
(2.8)
(13.0)
156.8
Three months ended December 31, 2017
Kumtor
Mount Milligan Molybdenum
Other
Consolidated
Cash provided by (used in) operations
151.0
29.2
(0.1)
(9.6)
170.4
Add back (deduct):
Change in operating working capital
Net cash provided by (used in) operations before
changes in working capital
(5.9)
145.0
1.1
30.3
0.7
0.6
(6.4)
(10.5)
(16.0)
159.9
Cash provided by (used in) operations
291.0
37.4
(24.9)
(86.0)
217.5
Kumtor
Mount Milligan Molybdenum
Other
Consolidated
Year ended December 31, 2018
Add back (deduct):
Change in operating working capital
Net cash provided by (used in) operations before
changes in working capital
54.0
345.0
25.7
63.1
23.9
15.5
119.1
(1.0)
(70.5)
336.6
Year ended December 31, 2017
Kumtor
Mount Milligan Molybdenum
Other
Consolidated
Cash provided by (used in) operations
416.1
150.6
(8.3)
(57.5)
500.9
Add back (deduct):
Change in operating working capital
8.2
(12.0)
Net cash provided by (used in) operations before
changes in working capital
424.3
138.6
9.3
1.0
6.1
11.7
(51.3)
512.6
CENTERRA GOLD INC. ANNUAL REPORT 201852 Average realized sales price for gold
The average realized gold price per ounce sold is calculated by dividing gold sales revenue, gross together
with the final pricing adjustments and mark-to-market adjustments by the ounces sold, as shown in the table
below:
Average realized sales price for gold
Gold sales reconciliation ($ millions)
Gold sales - Kumtor
Gold sales - Mt. Milligan
Gold sales related to cash portion of Royal Gold stream
Mark-to-market adjustments on sales to Royal Gold
Final adjustments on sales to Royal Gold
Total gold sales under Royal Gold stream
Gold sales to third party customers
Mark-to-market adjustments
Final pricing adjustments
Final metal adjustments
Total gold sales to third party customers
Gold sales, net of adjustments
Refining and treatment costs
Total gold sales
Three months ended December 31,
2017
2018
Year ended December 31,
2018
2017
246.9
228.1
660.1
685.2
10.0
(2.5)
(0.7)
6.8
53.3
2.8
1.7
1.0
58.8
65.6
(0.3)
65.3
9.3
(1.1)
(0.2)
8.0
48.7
4.0
(0.2)
1.5
52.5
60.5
(0.3)
60.2
27.1
(1.8)
(1.2)
24.1
149.3
3.6
(3.0)
0.4
150.3
174.4
(0.9)
173.5
833.6
37.0
(1.4)
(0.2)
35.4
200.0
2.6
4.6
1.4
208.6
244.0
(1.1)
242.9
928.1
Total gold revenue - Consolidated
312.2
288.3
Ounces of gold sold
Gold ounces sold - Kumtor
Ounces sold to Royal Gold - Mt. Milligan
Ounces sold to third party customers - Mt. Milligan
203,388
22,970
43,396
180,703
21,266.0
40,258.2
530,448
62,261
116,621
550,134
77,503
164,828
Total ounces sold - Consolidated
269,754
242,228
709,330
792,466
Average realized sales price for gold on a per ounce basis
Average realized sales price - Kumtor
Average realized gold price - Royal Gold
Average realized gold price - Mark-to-market adjustments
Average realized gold price - Final pricing adjustments
Average realized gold price - Mt. Milligan - Royal Gold
Average realized gold price - Third party
Average realized gold price - Mark-to-market adjustments
Average realized gold price - Final pricing adjustments
Average realized gold price - Final metal adjustments
Average realized gold price - Mt. Milligan - Third party
Average realized gold price - Mt. Milligan - Combined
Average realized sales price for gold - Consolidated
1,214
1,262
1,244
1,245
435
(109)
(30)
296
1,228
65
39
23
1,332
984
1,157
435
(52)
(9)
374
1,210
99
(5)
37
1,304
978
1,190
435
(29)
(19)
387
1,280
31
(26)
3
1,289
971
1,175
435
(18)
(3)
414
1,213
16
28
8
1,266
1,003
1,171
CENTERRA GOLD INC. ANNUAL REPORT 201853 Average realized sales price for Copper - Mount Milligan
The average realized copper price per pound is calculated by dividing copper sales revenue, gross together
with the final pricing adjustments and mark-to-market adjustments per pound, as shown in the table below:
Average realized sales price for Copper - Mount Milligan
Three months ended December 31,
2017
2018
Year ended December 31,
2017
2018
Copper sales reconciliation ($ millions)
Copper sales related to cash portion of Royal Gold stream
Mark-to-market adjustments on Royal Gold stream
Final adjustments on sales to Royal Gold
Total copper sales under Royal Gold stream
Copper sales to third party customers
Mark-to-market adjustments
Final pricing adjustments
Final metal adjustments
Total copper sales to third party customers
Copper sales, net of adjustments
Refining and treatment costs
Copper sales
Pounds of copper sold (000's lbs)
Pounds sold to Royal Gold
Pounds sold to third party customers
Total pounds sold
Average realized sales price for copper on a per pound basis
Copper sales related to cash portion of Royal Gold stream
Mark-to-market adjustments on Royal Gold stream
Final pricing adjustments on Royal Gold stream
Average realized copper price - Royal Gold
Average realized copper price - Third party
Average realized copper price - Mark-to-market adjustments
Average realized copper price - Final pricing adjustments
Average realized copper price - Metal pricing adjustments
Average realized copper price - Third party
Average realized copper price - Combined
Qualified Person & QA/QC
1.0
(0.3)
(0.4)
0.3
31.6
(4.1)
0.3
(0.6)
27.3
27.6
(3.7)
23.9
2,626
10,965
13,591
0.38
(0.11)
(0.14)
0.13
2.88
(0.38)
0.03
2.49
1.76
1.3
0.2
0.3
1.8
31.2
(2.0)
2.3
(0.2)
31.3
33.1
(3.9)
29.2
2,506
10,599
13,105
0.53
0.08
0.10
0.71
2.94
(0.19)
0.22
(0.02)
2.97
2.23
3.5
0.3
(0.1)
3.6
108.2
(3.3)
(5.6)
(1.3)
98.1
101.6
(12.2)
89.5
8,311
36,058
44,370
0.42
0.03
(0.02)
0.43
3.00
(0.09)
(0.15)
(0.01)
2.72
2.02
5.0
(0.5)
0.7
5.2
133.9
(1.5)
5.9
(0.3)
138.1
143.3
(17.4)
125.9
11,232
48,487
59,719
0.45
(0.05)
0.06
0.46
2.76
(0.03)
0.12
(0.01)
2.84
2.11
The scientific and technical information in this document, including the production estimates were prepared
in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum and
National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and were
prepared, reviewed, verified and compiled by Centerra’s geological and mining staff under the supervision
of Mr. Gordon Reid, Professional Engineer and Centerra’s Vice-President and Chief Operating Officer,
who is the qualified person for the purpose of NI 43-101. Sample preparation, analytical techniques,
laboratories used and quality assurance-quality control protocols used during the exploration drilling
programs are done consistent with industry standards and independent certified assay labs are used.
The Kumtor deposit is described in Centerra’s most recently filed Annual Information Form and a technical
report dated March 20, 2015 (with an effective date of December 31, 2014), which are both filed on SEDAR
at www.sedar.com. The technical report is prepared in accordance with NI 43-101 and describes the
exploration history, geology and style of gold mineralization at the Kumtor deposit. Sample preparation,
analytical techniques, laboratories used and quality assurance-quality control protocols used during the
drilling programs at the Kumtor site are described in the technical report.
CENTERRA GOLD INC. ANNUAL REPORT 201854 The Mount Milligan deposit is described in Centerra’s most recently filed Annual Information Form and a
technical report dated March 22, 2017 (with an effective date of December 31, 2016) prepared in accordance
win NI 43-101, both of which are available on SEDAR at www.sedar.com. The technical report describes
the exploration history, geology and style of gold mineralization at the Mount Milligan deposit. Sample
preparation, analytical techniques, laboratories used and quality assurance-quality control protocols used
during the exploration drilling programs are done consistent with industry standards and independent
certified assay labs.
The Öksüt deposit is described in Centerra’s most recently filed Annual Information Form and in a technical
report dated September 3, 2015 (with an effective date of June 30, 2015) prepared in accordance with NI
43-101 both of which are available on SEDAR at www.sedar.com. The technical report describes the
exploration history, geology and style of gold mineralization at the Öksüt deposit. Sample preparation,
analytical techniques, laboratories used and quality assurance-quality control protocols used during the
drilling programs at the Öksüt Project are the same as, or similar to, those described in the technical report.
The Kemess project is described in a technical report dated July 14, 2017 prepared in accordance with NI
43-101. The technical report has been filed on SEDAR at www.sedar.com by AuRico Metals Inc. The
technical report describes the exploration history, geology and style of gold mineralization at the Kemess
Underground deposit and the Kemess East project. Sample preparation, analytical techniques, laboratories
used and quality assurance-quality control protocols used during the drilling programs at the Kemess
Project are the same as, or similar to, those described in the technical report.
The Hardrock deposit is described in a technical report dated December 21, 2016 prepared in accordance
with NI 43-101. The technical report has been filed on SEDAR at www.sedar.com. The technical report
describes the exploration history, geology and style of gold mineralization at the Hardrock deposit. Sample
preparation, analytical techniques, laboratories used and quality assurance-quality control protocols used
during the drilling programs at the Hardrock Project are the same as, or similar to, those described in the
technical report.
Risks That Can Affect Our Business
There are a number of risk factors that Centerra believes can have a material effect on the profitability,
future cash flows, earnings, results of operations, stated mineral reserves and mineral resources and
financial condition of the Company. If any event arising from these risks occurs, the Company’s business,
prospects, financial condition, results of operations or cash flows could be adversely affected, the trading
price of Centerra’s common shares could decline and all or part of any investment in Centerra may be lost.
A detailed discussion of risk factors is included under the heading “Risks that Can Affect our Business” in
our most recent Annual Information Form (2017) available on SEDAR at www.sedar.com, which is
incorporated herein by reference. The Risks listed in the 2017 AIF remain relevant except as provided
below:
• With the purchase on January 8, 2018 of AuRico Metals Inc. relevant risk factors apply to the
Kemess Project.
• The risks related to Mongolia and the Boroo Mine and Gatsuurt Project are no longer applicable to
the Company given the October 12, 2018 sale of the Mongolian business unit, including the Boroo
Gold Mine and processing facility and the Gatsuurt Gold Project to OZD ASIA PTE Ltd. (“OZD”).
In addition to the reported risk of seismic activity, the Company’s operations are subject to adverse
events brought on by both natural and man-made disasters including but not limited to severe
weather conditions, forest fires and avalanche. These events could damage or destroy or adversely
•
CENTERRA GOLD INC. ANNUAL REPORT 201855 affect the operations at our physical facilities and similar events could also affect the facilities of
our suppliers. Any such damage or destruction could adversely affect our financial results, future
cash flows and earnings because of the reduced availability of supplies, decreased production
output or increased operating costs.
While the risks were taken into account when determining the design criteria for our operations,
there can be no assurance that the Company’s operations will not be adversely affected by this kind
of activity. Although we believe we have reasonable insurance arrangements in place to cover
certain of such incidents related to damage or destruction, there can be no assurance that these
arrangements will be sufficient to fully protect us against such losses.
• As discussed elsewhere in this document, additional activities and permitting are in progress at the
Mount Milligan mine site to mitigate risks related to “The Company’s mining production depends
on the availability of sufficient water supplies”. See “Operating Mines and Facilities – Mount
Milligan Mine – Water Update”. The Company is actively managing its water management
inventory strategy at Mount Milligan. While we have made, or are making the applications needed
to access additional water from a number of sources, there are no assurances that the Company will
receive the required permits and amendments to its environmental assessment certificates, or that
they will be received in the time periods expected by management. Any failure to find medium
and long-term solutions to the water sufficiency issues at Mount Milligan, or the re-occurrence of
any water availability issues, may adversely impact the Company’s future cash flows, earnings,
result of operations and financial conditions.
It should be noted that additional risks and uncertainties not currently known to the Company, or that are
currently deemed immaterial, may also materially and adversely affect the Company’s business operations,
prospects, financial condition, results of operations, or cash flows.
Caution Regarding Forward-Looking Information
Information contained in this document 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”, “plan”, “intends”, “continue”,
“budget”, “estimate”, “may”, “will”, “schedule”, “understand” and similar expressions identify forward-looking
information. These forward-looking statements relate to, among other things: the Company’s expectations regarding
the timing of the Kumtor Settlement Agreement and the successful resolution of outstanding claims and proceedings
impacting the Kumtor Project and its current and former employees; expectations regarding the positive receipt and
timing of environmental assessment certificate amendments and permits to implement the Company’s medium term
water strategy, including the details of any such amendment and permit, and the Company’s plans and timing for
developing and submitting requests to implement a long term solution to the Mount Milligan water sufficiency issues,
including consultations with Indigenous communities and regulators; expectations regarding the construction
progress at the Öksüt project and first gold pour; the Company’s cash at hand, working capital, future cash flows and
existing credit facilities being sufficient to fund anticipated operating cash requirements and statements found under
the heading “2019 Outlook”, including forecast 2019 production figures and costs, capital and exploration
expenditures and taxes.
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: (A) strategic, legal, planning and other risks,
including: political risks associated with the Company’s operations in the Kyrgyz Republic and Canada; risks that
any of the conditions precedent to the Strategic Agreement will not be satisfied in a timely manner or at all,
particularly as the Government may not bind the General Prosecutor’s Office or the Parliament of the Kyrgyz
Republic; a decision by the General Prosecutor’s Office, or its successor the Anti-Corruption Service of the State
CENTERRA GOLD INC. ANNUAL REPORT 201856 Committee for National Security, to re-open at any time civil or criminal proceedings against Centerra, its
subsidiaries or other stakeholders; the failure of the Government to comply with its continuing obligations under the
Strategic Agreement, including the requirement that it comply at all times with its obligations under the Kumtor
Project Agreements, allow for the continued operation of the Kumtor Mine by KGC and KOC and not take any
expropriatory action; actions by the Government or any state agency or the General Prosecutor's Office that serve to
restrict or otherwise interfere with the payment of funds by KGC and KOC to Centerra; resource nationalism
including the management of external stakeholder expectations; the impact of changes in, or to the more aggressive
enforcement of, laws, regulations and government practices, including with respect to the environment, in the
jurisdictions in which the Company operates including any delays or refusals to grant required permits and licenses,
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 impact of any actions
taken by the Kyrgyz Republic Government and Parliament relating to the Kumtor Project Agreements which are
inconsistent with the rights of Centerra and KGC under the Kumtor Project Agreements; any impact on the purported
cancellation of Kumtor’s land use rights at the Kumtor Project; the risks related to other outstanding litigation
affecting the Company’s operations in the Kyrgyz Republic and elsewhere; the impact of the delay by relevant
government agencies to provide required approvals, expertises and permits; potential impact on the Kumtor Project
of investigations by Kyrgyz Republic instrumentalities; the impact of constitutional changes in Turkey; the impact of
any sanctions imposed by Canada, the United States or other jurisdictions against various Russian individuals and
entities; potential defects of title in the Company’s properties that are not known as of the date hereof; the inability
of the Company and its subsidiaries to enforce their legal rights in certain circumstances; the presence of a significant
shareholder that is a state-owned company of the Kyrgyz Republic; risks related to anti-corruption legislation; risks
related to the concentration of assets in Central Asia; Centerra’s future exploration and development activities not
being successful; 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 and other mineral prices, the use of provisionally-priced sales contracts for
production at Mount Milligan, reliance on a few key customers for the gold-copper concentrate at Mount Milligan,
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, the impact of restrictive
covenants in the Company’s credit facilities which may, among other things, restrict the Company from pursuing
certain business activities or making distributions from its subsidiaries, the Company’s ability to obtain future
financing, the impact of global financial conditions, the impact of currency fluctuations, the effect of market conditions
on the Company’s short-term investments, the Company’s ability to make payments including any payments of
principal and interest on the Company’s debt facilities depends on the cash flow of its subsidiaries; and (C) risks
related to operational matters and geotechnical issues and the Company’s continued ability to successfully manage
such matters, including the movement of the Davidov Glacier, waste and ice movement and continued performance of
the buttress at the Kumtor Project; the occurrence of further ground movements at the Kumtor Project and
mechanical availability; the risk of having sufficient water to continue operations at Mount Milligan and achieve
expected mill throughput; 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 risks;
mechanical breakdowns; the Company’s ability to replace its mineral reserves; the occurrence of any labour unrest
or disturbance and the ability of the Company to successfully re-negotiate collective agreements when required; the
risk that Centerra’s workforce may be exposed to widespread epidemic; seismic activity in the vicinity of the
Company’s properties; long lead times required for equipment and supplies given the remote location of some of the
Company’s operating properties; reliance on a limited number of suppliers for certain consumables, equipment and
components; the Company’s ability to accurately predict decommissioning and reclamation costs; the Company’s
ability to attract and retain qualified personnel; competition for mineral acquisition opportunities; and risks
associated with the conduct of joint ventures/partnerships; 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.
See section titled “Risks that can affect our business” in the Company’s most recently filed Annual Information Form
available on SEDAR at www.sedar.com.
Furthermore, market price fluctuations in gold and copper, as well as increased capital or production costs or reduced
recovery rates may render ore reserves containing lower grades of mineralization uneconomic and may ultimately
result in a restatement of reserves. The extent to which resources may ultimately be reclassified as proven or probable
reserves is dependent upon the demonstration of their profitable recovery. Economic and technological factors which
may change over time always influence the evaluation of reserves or resources. Centerra has not adjusted mineral
CENTERRA GOLD INC. ANNUAL REPORT 201857 resource figures in consideration of these risks and, therefore, Centerra can give no assurances that any mineral
resource estimate will ultimately be reclassified as proven and probable reserves.
Mineral resources are not mineral reserves, and do not have demonstrated economic viability, but do have reasonable
prospects for economic extraction. Measured and indicated resources are sufficiently well defined to allow geological
and grade continuity to be reasonably assumed and permit the application of technical and economic parameters in
assessing the economic viability of the resource. Inferred resources are estimated on limited information not sufficient
to verify geological and grade continuity or to allow technical and economic parameters to be applied. Inferred
resources are too speculative geologically to have economic considerations applied to them to enable them to be
categorized as mineral reserves. There is no certainty that mineral resources of any category can be upgraded to
mineral reserves through continued exploration.
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 22, 2019. 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. ANNUAL REPORT 201858 Centerra Gold Inc.
Consolidated Financial Statements
For the Years Ended December 31, 2018 and 2017
(Expressed in thousands of United States Dollars)
CENTERRA GOLD INC. ANNUAL REPORT 201859 Report of Management’s Accountability
The Consolidated Financial Statements have been prepared by the management of the Company.
Management is responsible for the integrity, consistency and reliability of all such information presented.
The Consolidated Financial Statements have been prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board.
The preparation of the Consolidated Financial Statements involves the use of estimates and assumptions
based on management's judgment, particularly when transactions affecting the current accounting period
cannot be finalized with certainty until future periods. Estimates and assumptions are based on historical
experience, current conditions and various other assumptions believed to be reasonable in the
circumstances, with critical analysis of the significant accounting policies followed by the Company as
described in Note 3 to the Consolidated Financial Statements. The preparation of the Consolidated Financial
Statements includes information regarding the estimated impact of future events and transactions. Actual
results in the future may differ materially from the present assessment of this information because future
events and circumstances may not occur as expected.
In meeting its responsibility for the reliability of financial information, management maintains and relies
on a comprehensive system of internal controls and checks to see if the controls are operating as designed.
The system of internal controls includes a written corporate conduct policy; implementation of a risk
management framework; effective segregation of duties and delegation of authorities; and sound and
conservative accounting policies that are regularly reviewed. This structure is designed to provide
reasonable assurance that assets are safeguarded and that reliable information is available on a timely basis.
In addition internal controls on financial reporting and disclosure controls have been documented, evaluated
and tested in a manner consistent with National Instrument 52-109.
The Consolidated Financial Statements have been audited by KPMG LLP, independent external auditors
appointed by the Company’s shareholders. The external auditors’ responsibility is to express their opinion
on whether the Consolidated Financial Statements are fairly presented in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board. KPMG LLP’s
report outlines the scope of their examination and their opinion.
The Company’s Board of Directors, through its Audit Committee, are responsible for ensuring that
management fulfills its responsibilities for financial reporting and internal controls. The Audit Committee
met periodically with management, the internal auditors, and the external auditors to satisfy itself that each
group had properly discharged its respective responsibility and to review the Consolidated Financial
Statements before recommending approval by the Board of Directors. The external auditors had direct and
full access to the Audit Committee, with and without the presence of management, to discuss their audit
and their findings as to the integrity of the financial reporting.
The Company's President and Chief Executive Officer and the Company’s Vice President and Chief
Financial Officer have evaluated the design and operating effectiveness of related disclosure controls and
procedures and internal controls over financial reporting based on criteria established in “Internal Control-
Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
Original signed by:
Scott G. Perry
President and Chief Executive Officer
February 22, 2019
Original signed by:
Darren J. Millman
Vice President and Chief Financial Officer
CENTERRA GOLD INC. ANNUAL REPORT 201860 KPMG LLP
Bay Adelaide Centre
333 Bay Street Suite 4600
Toronto ON M5H 2S5
Canada
Telephone
Fax
Internet
(416) 777-8500
(416) 777-8818
www.kpmg.ca
INDEPENDENT AUDITORS’ REPORT
To the Shareholders of Centerra Gold Inc.
Opinion
We have audited the consolidated financial statements of Centerra Gold Inc. (the Entity), which comprise:
•
•
•
•
the consolidated statements of financial position as at December 31, 2018 and December 31, 2017
the consolidated statements of earnings and comprehensive income for the years ended December 31, 2018
and December 31, 2017
the consolidated statements of shareholders’ equity for the years ended December 31, 2018 and December
31, 2017
the consolidated statements of cash flows for the years ended December 31, 2018 and December 31, 2017
and notes to the consolidated financial statements, including a summary of significant accounting policies
•
(Hereinafter referred to as the “financial statements”).
the accompanying
In our opinion,
the
financial statements present
consolidated financial position of the Entity as at the end of December 31, 2018 and December 31, 2017, and its
consolidated financial performance, and its consolidated cash flows for the years then ended in accordance with
International Financial Reporting Standards.
in all material respects,
fairly,
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities
under those standards are further described in the “Auditors’ Responsibilities for the Audit of the Financial
Statements” section of our auditors’ report.
We are independent of the Entity in accordance with the ethical requirements that relevant to our audit of the
financial statements in Canada and we have fulfilled our other responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Management is responsible for the other information. Other information comprises:
•
Information, other than the financial statements and the auditors’ report thereon, included in the Management
Discussion and Analysis document.
Information, other than the financial statements and the auditors’ report thereon, included in the Annual
Information Form.
Information, other than the financial statements and the auditors’ report thereon, included in the Annual Report.
•
•
Our opinion on the financial statements does not cover the other information and we do not and will not express
any form of assurance conclusion thereon.
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.
CENTERRA GOLD INC. ANNUAL REPORT 201861 KPMG LLP
Bay Adelaide Centre
333 Bay Street Suite 4600
Toronto ON M5H 2S5
Canada
Telephone
Fax
Internet
(416) 777-8500
(416) 777-8818
www.kpmg.ca
In connection with our audit of the financial statements, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We obtained the Information, other than the financial statements and the auditors’ report thereon, included in
Centerra’s document noted above as at the date of this auditors’ report. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial
Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with
International Financial Reporting Standards, and for such internal control as management determines is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the Entity’s ability to continue as a
going concern, disclosing as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Entity or to cease operations, or have no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Entity‘s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are/is free
from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of the financial
statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional
judgment and maintain professional skepticism throughout the audit.
We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Entity's internal control.
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.
CENTERRA GOLD INC. ANNUAL REPORT 201862 KPMG LLP
Bay Adelaide Centre
333 Bay Street Suite 4600
Toronto ON M5H 2S5
Canada
Telephone
Fax
Internet
(416) 777-8500
(416) 777-8818
www.kpmg.ca
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Entity to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represents the underlying transactions and events in a manner that
achieves fair presentation.
• Communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
• Provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group Entity to express an opinion on the financial statements. We are responsible for the
direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
The engagement partner on the audit resulting in this auditors’ report is Derek Peters.
Toronto, Canada
February 22, 2019
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.
CENTERRA GOLD INC. ANNUAL REPORT 201863 Centerra Gold Inc.
Consolidated Statements of Financial Position
(Expressed in thousands of United States Dollars)
Notes
December 31,
2018
December 31,
2017
Assets
Current assets
Cash and cash equivalents
Amounts receivable
Inventories
Prepaid expenses and other current assets
Current portion of derivative assets
Property, plant and equipment
Goodwill
Restricted cash
Reclamation deposits
Derivative assets
Other assets
Total assets
Liabilities and Shareholders' equity
Current liabilities
Accounts payable and accrued liabilities
Provision for Kyrgyz Republic settlement
Short-term debt
Current portion of lease obligations
Revenue-based taxes payable
Taxes payable
Current portion of provision for reclamation
Current portion of derivative liabilities
Other current liabilities
Long-term debt
Provision for reclamation
Lease obligations
Deferred income tax liability
Derivative liabilities
Other liabilities
Shareholders' equity
Share capital
Contributed surplus
Accumulated other comprehensive loss
Retained earnings
Total liabilities and Shareholders' equity
Commitments and contingencies (note 24)
8
9
10
27
11
14
16
27
12
13
21
14
16
27
12
14
16
15
27
12
23
$
$
$
$
$
$
151,705
59,558
596,911
24,734
1,081
833,989
1,886,046
16,070
27,505
30,841
-
32,260
1,992,722
2,826,711
173,783
53,000
5,000
797
954
878
197
101
67
234,777
179,266
212,248
4,229
44,524
-
3,636
443,903
415,891
63,902
506,208
23,970
1,963
1,011,934
1,674,444
16,070
687
26,525
545
41,970
1,760,241
2,772,175
181,829
53,000
80,522
-
15,953
2,592
832
16,057
7,021
357,806
211,611
166,174
-
-
7,273
3,882
388,940
949,328
27,364
(2,088)
1,173,427
2,148,031
2,826,711
$
948,121
25,781
(14,371)
1,065,898
2,025,429
2,772,175
$
The accompanying notes form an integral part of these consolidated financial statements.
Approved by the Board of Directors
Original signed by:
Stephen Lang
Richard Connor
CENTERRA GOLD INC. ANNUAL REPORT 201864
Centerra Gold Inc.
Consolidated Statements of Earnings and Comprehensive Income
For the years ended December 31,
(Expressed in thousands of United States Dollars)
(except per share amounts)
2018
2017
Gold sales
Copper sales
Molybdenum sales
Tolling, calcining and other
Revenue
Cost of sales
Standby costs
Regional office administration
Earnings from mine operations
Revenue-based taxes
Other operating expenses
Care and maintenance expense
Reclamation expense
Pre-development project costs
Exploration expenses and business development
Business combination acquisition and integration expenses
Corporate administration
Kyrgyz Republic settlement
Earnings from operations
Gain on sale of Royalty Portfolio
Other income, net
Finance costs
Earnings before income tax
Income tax recovery
Net earnings from continuing operations
Net loss from discontinued operations
Net earnings
Other Comprehensive Income
Items that may be subsequently reclassified to earnings:
Net (loss) gain on translation of foreign operation
Net unrealized gain (loss) on derivative instruments, net of tax
Post-retirement benefit, net of tax
Other comprehensive income (loss)
Total comprehensive income
Basic earnings per share - Continuing operations
Diluted earnings per share - Continuing operations
Basic earnings per share
Diluted earnings per share
Notes
17
17
$
$
833,554
89,494
197,117
9,171
1,129,336
928,099
125,938
136,760
8,231
1,199,028
18
18
15
20
16
6
19
6
22
15
7
27
23
23
23
23
$
$
$
$
$
$
$
761,367
10,849
13,766
343,354
92,988
13,127
29,344
40,355
12,425
22,351
4,515
29,636
-
98,613
(27,993)
(2,449)
30,232
98,823
(14,647)
113,470
(5,941)
107,529
(3,133)
14,938
478
12,283
119,812
0.39
0.38
0.37
0.36
$
$
$
$
$
$
$
682,094
-
18,212
498,722
96,729
12,852
13,024
176
4,794
10,707
3,915
37,612
60,000
258,913
-
(3,135)
30,039
232,009
(19,790)
251,799
(42,266)
209,533
2,405
(14,143)
(41)
(11,779)
197,754
0.86
0.86
0.72
0.72
The accompanying notes form an integral part of these consolidated financial statements.
CENTERRA GOLD INC. ANNUAL REPORT 201865 Centerra Gold Inc.
Consolidated Statements of Cash Flows
For the years ended December 31,
(Expressed in thousands of United States Dollars)
Operating activities
Net earnings from continuing operations
Adjustments for the following items:
Depreciation, depletion and amortization
Finance costs
Loss on disposal of equipment
Compensation expense on stock options
Other share based compensation expense
Gain on disposition of Royalty Portfolio
Income tax recovery
Reclamation expense
Kyrgyz Republic settlement
Other
Change in operating working capital
Purchase and settlement of derivatives
Income taxes paid
Cash provided by continuing operations
Cash used in discontinued operations
Net cash provided by operations
Investing activities
Additions to property, plant and equipment
Prepayment for property, plant and equipment
Lease payments - Capital equipment
Acquisition of AuRico Metals Inc., net of cash acquired
(Increase) decrease in restricted cash
(Increase) decrease in reclamation deposits and other assets
Proceeds from the sale of the Royalty Portfolio
Proceeds from the sale of the Mongolian segment
Proceeds from disposition of fixed assets
Cash used in investing from continuing operations
Cash provided by investing from discontinued operations
Net cash used in investing
Financing activities
Debt drawdown
Debt repayment
Payment of interest and borrowing costs
Proceeds from common shares issued
Cash used in financing
(Decrease) increase in cash during the year
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Cash and cash equivalents consist of:
Cash
Cash equivalents
Notes
11
22
6
16
21
29(a)
7
29(b)
6
6
7
29(c)
29(c)
29(c)
2018
2017
$
113,470 $
251,799
200,802
30,232
2,652
1,714
2,082
(27,993)
(14,647)
40,355
-
3,794
352,461
(120,173)
(5,650)
(5,371)
221,267
(3,775)
217,492
(271,830)
(14,043)
(665)
(226,800)
(26,818)
(4,177)
155,450
35,000
1,766
(352,117)
-
(352,117)
395,737
(501,069)
(25,230)
1,001
(129,561)
(264,186)
415,891
151,705
151,705
-
151,705
$
$
$
198,615
30,039
954
1,019
6,476
-
(19,790)
176
60,000
266
529,554
(13,492)
(4,135)
(3,124)
508,803
(7,907)
500,896
(264,870)
(10,589)
-
-
247,981
8,809
-
-
226
(18,443)
7,816
(10,627)
-
(208,363)
(28,303)
2,197
(234,469)
255,800
160,091
415,891
372,753
43,138
415,891
$
$
$
The accompanying notes form an integral part of these consolidated financial statements.
CENTERRA GOLD INC. ANNUAL REPORT 201866 Centerra Gold Inc.
Consolidated Statements of Shareholders' Equity
(Expressed in thousands of United States Dollars, except share information)
Number of
Common
Shares
Share
Capital Contributed Comprehensive Retained
Earnings
Amount
Surplus
Loss
Accumulated
Other
Total
Balance at January 1, 2017
Share-based compensation expense
Shares issued on exercise of stock
options
Shares issued on redemption of
restricted share units
Foreign currency translation
Net unrealized loss on derivative
instruments, net of tax (note 27)
Post retirement benefits, net of tax
Net earnings for the year
Balance at December 31, 2017
Share-based compensation expense
Shares issued on exercise of stock
options
Shares issued under the employee
share purchase plan
Shares issued on redemption of
restricted share units
Foreign currency translation
Net unrealized gain on derivative
instruments, net of tax (note 27)
Post retirement benefits, net of tax
Net earnings for the year
Balance at December 31, 2018
291,276,068 $ 944,633 $
-
-
25,876 $
1,020
480,008
3,313
(1,115)
26,770
-
-
-
-
175
-
-
-
-
-
-
-
-
-
291,782,846 $ 948,121 $
25,781 $
-
-
1,714
63,860
137,610
15,633
-
-
-
-
445
686
76
-
-
-
-
(131)
-
-
-
-
-
-
291,999,949 $ 949,328 $
27,364 $
(2,592) $
-
-
-
2,405
856,365 $ 1,824,282
1,020
-
-
-
-
2,198
175
2,405
(14,143)
(41)
-
(14,143)
-
(41)
-
209,533
209,533
(14,371) $ 1,065,898 $ 2,025,429
-
-
-
-
(3,133)
-
-
-
-
-
1,714
314
686
76
(3,133)
14,938
478
-
14,938
-
478
-
107,529
107,529
(2,088) $ 1,173,427 $ 2,148,031
The accompanying notes form an integral part of these consolidated financial statements.
CENTERRA GOLD INC. ANNUAL REPORT 201867
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. The Company is domiciled in Canada and its registered office is located at 1
University Avenue, Suite 1500, Toronto, Ontario, M5J 2P1. The Company is primarily focused
on operating, developing, exploring and acquiring gold and copper properties in North America,
Asia and other markets worldwide.
2. Basis of presentation
The consolidated financial statements of the Company and its subsidiaries are prepared in
accordance with International Financial Reporting Standards (“IFRS”), as issued by the
International Accounting Standards Board (“IASB”). These financial statements were authorized
for issuance by the Board of Directors of the Company on February 22, 2019.
These consolidated financial statements have been prepared under the historical cost basis, except
for provisionally priced amounts receivable, derivative instruments, liabilities for cash settled
share-based compensation and post-retirement benefit liability (measured at fair value) and
inventories (measured at the lower of cost or net realizable value (“NRV”)).
These financial statements are presented in United States (“U.S.”) dollars with all amounts rounded
to the nearest thousand, except for share and per share data, or as otherwise noted.
3. Summary of significant accounting policies
The significant accounting policies summarized below have been applied consistently to all
periods presented in these consolidated financial statements.
a. Consolidation principles
These consolidated financial statements include the accounts of Centerra and its subsidiaries.
Subsidiaries consist of entities from which the Company is exposed to, or has rights to, variable
returns as well as the ability to affect those returns through the power to direct the relevant
activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to
the Company and are de-consolidated from the date control ceases.
Centerra’s significant subsidiaries and joint operations are as follows:
CENTERRA GOLD INC. ANNUAL REPORT 201868 Entity
Kumtor Gold Company ("KGC")
Property - Location
Kumtor Mine - Kyrgyz
Republic
Langeloth - United States
Thompson Creek Metals Company Inc. Mount Milligan Mine - Canada
Langeloth Metallurgical Company LLC
("Langeloth") Molybdenum Processing
Facility
Öksüt Madencilik A.S. ("OMAS")
Greenstone Gold Mines LP ("Greenstone
Partnership")
AuRico Metals Inc. (Note 6)
Öksüt Project - Turkey
Greenstone Gold Property -
Canada
Kemess Project - Canada
("Kemess")
Thompson Creek Mine -
United States
Endako Mine - Canada
Thompson Creek Mining Company
Thompson Creek Metals Company Inc.
Ownership
Current status 2018 2017
100% 100%
Operation
Operation
Operation
100% 100%
100% 100%
Development
100% 100%
Pre-development 50% 50%
Pre-development 100% 0%
Care and
Maintenance
Care and
Maintenance
100% 100%
75% 75%
As at December 31, 2018, the Company had also entered into agreements to earn interests in joint
venture exploration properties located in Canada, Finland and Mexico. In addition, the Company
has exploration properties in Canada, Turkey and the United States and has strategic alliance
agreements with partners to evaluate potential gold opportunities in West Africa and Sweden.
Inter-company transactions between subsidiaries are eliminated on consolidation.
b. Business combinations
The Company uses the acquisition method of accounting for business combinations. The
consideration transferred in the acquisition is generally measured at fair value, as are the
identifiable net assets acquired. The excess of the consideration transferred over the fair value of
the net assets acquired is recorded as goodwill.
Acquisition-related costs are expensed as incurred. Assets acquired and liabilities assumed in a
business combination are measured initially at fair value at the acquisition date.
Certain fair values may be estimated at the acquisition date pending confirmation or completion
of the valuation process. Where provisional values are used in accounting for a business
combination, they may be adjusted retrospectively in subsequent periods. However, the
measurement period will not exceed one year from the acquisition date.
c. Foreign currency
The functional currency of the Company and its subsidiaries is the U.S. dollar (“USD”), which is
CENTERRA GOLD INC. ANNUAL REPORT 201869 also the presentation currency of the consolidated financial statements. The functional and
reporting currency of the Greenstone Partnership is the Canadian dollar (“Cdn$”), which results
in translation gains (losses) being recorded as part of Other Comprehensive Income in the
Consolidated Statements of Earnings and Comprehensive Income (“Statements of Earnings”).
Foreign currency transactions are translated into an entity’s functional currency using the exchange
rate prevailing on the dates of the transactions. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognized in the Statements of
Earnings. Non-monetary assets and liabilities, arising from transactions denominated in foreign
currencies, are translated at the historical exchange rates prevailing at each transaction date.
d. Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term investments with original
maturities of 90 days or less. Cash and cash equivalents are classified as financial instruments
carried at amortized cost.
e. Short-term investments
Short-term investments consist of marketable securities with original maturities of more than 90
days but no longer than 12 months, from the date of purchase. Short-term investments consist
mostly of U.S. federal, Canadian federal and provincial government treasury bills and notes,
agency notes, foreign sovereign issues, term deposits, bankers’ acceptances, bearer deposit notes,
and highly-rated, highly-liquid corporate direct credit. Short-term investments are classified as
financial instruments carried at fair value through profit or loss.
f. Restricted cash and restricted short-term investments
Cash and short-term investments which are subject to legal or contractual restrictions on their use
are classified separately as restricted cash and restricted short-term investments.
g. Inventories
Inventories of stockpiled ore, in-circuit gold, gold and copper concentrate, gold doré and
molybdenum inventory are valued at the lower of weighted average production cost and NRV.
Finished gold and copper inventory valuation is based on payable ounces or pounds of the
respective commodity. The production cost of inventories is determined on a weighted-average
basis and includes direct materials, direct labour, transportation, shipping, freight and insurance
costs, mine-site overhead expenses and depreciation, depletion and amortization of mining assets.
Molybdenum inventory additionally includes amounts paid for molybdenum concentrate
purchased from third parties, as well as costs associated with beneficiation and roasting.
CENTERRA GOLD INC. ANNUAL REPORT 201870 Stockpiled ore is ore that has been extracted from the mine and is available for further processing.
Costs are added to the cost of stockpiles based on the current mining cost per unit mined and
removed at the average cost per unit of the stockpiled ore. In-circuit inventories represent materials
that are in the process of being converted to gold doré or concentrate. Variances between actual
and estimated quantities resulting from changes in assumptions and estimates that do not result in
write-downs to NRV are accounted for on a prospective basis.
When inventories are sold, the carrying amount is recognized as an expense in the period in which
the related revenue is recognized. Any write-down of inventories to NRV or reversals of previous
write-downs are recognized in the Statements of Earnings in the period that the write-down or
reversal occurs. NRV is the estimated selling price in the ordinary course of business, less
estimated costs of completion and estimated costs to sell.
Consumable supplies and spare parts are valued at the lower of weighted average cost and NRV,
which approximates replacement cost. Replacement cost includes expenditures incurred to acquire
the inventories and bring them to their existing location and condition. Any provision for
obsolescence is determined by reference to specific stock items identified as obsolete. A regular
and ongoing review is undertaken to establish the extent of surplus items and a provision is made
for any potential loss on their disposal. Consumable supplies for operations in the care and
maintenance stage of the mine life cycle and which are not expected to be used in the next twelve
months are classified as long-term.
h. Property, plant and equipment
i.
General
Property, plant and equipment are recorded at cost less accumulated depreciation, depletion
and impairment charges.
Major overhaul expenditures and the cost of replacement of a component of plant and
mobile equipment are capitalized and depreciated over the average expected life between
major overhauls. All other replacement spares and other costs relating to maintenance of
mobile equipment are charged to the cost of production when put into use.
Directly attributable costs, including capitalized borrowing costs, incurred for major capital
projects and site preparation are capitalized until the asset is in a location and condition
necessary for operation as intended by management. These costs include dismantling and
site restoration costs to the extent these are recognized as a provision.
Management annually reviews the estimated useful lives, residual values and depreciation
methods of the Company’s property, plant and equipment and also when events and
circumstances indicate that such a review should be undertaken. Changes to estimated
useful lives, residual values or depreciation methods resulting from such reviews are
CENTERRA GOLD INC. ANNUAL REPORT 201871 accounted for prospectively.
An item of property, plant and equipment is de-recognized upon disposal or when no
further future economic benefits are expected from its use or disposal. Any gain or loss
arising on de-recognition of the asset (calculated as the difference between any proceeds
received and the carrying amount of the asset) is included in the Statements of Earnings in
the year the asset is de-recognized.
ii. Exploration, evaluation and pre-development expenditure
All exploration and evaluation expenditures of the Company within an area of interest are
expensed until management and Board of Directors conclude that the technical feasibility
and commercial viability of extracting a mineral resource are demonstrable and that future
economic benefits are probable. In making this determination, the extent of exploration, as
well as the degree of confidence in the mineral resource is considered. Once a project has
been established as commercially viable and technically feasible, and approval is received
from the Board of Directors, further expenditures are capitalized as development costs.
Exploration and evaluation assets acquired are initially recognized at cost as exploration
rights within property, plant and equipment.
iii. Development properties (underground and open pit)
A property, either open pit or underground, is classified as a development property when a
mine plan has been prepared and a decision is made to commercially develop the property.
All expenditures incurred from the time the development decision is made until the
commencement of commercial levels of production from each development property are
capitalized. In addition, capitalized costs are assessed for impairment when there is an
indicator of impairment.
Development properties are not depleted until they are reclassified as mine property assets
following the achievement of commercial levels of production.
iv. Mine properties
All direct costs related to the acquisition of mineral property interests are capitalized at the
date of acquisition.
After a mine property has been brought into commercial production, costs of any additional
mining, in-pit drilling and related work on that property are expensed as incurred. Mine
development costs incurred to expand operating capacity, develop new ore bodies or
develop mine areas in advance of current production, including the stripping of waste
CENTERRA GOLD INC. ANNUAL REPORT 201872 material, are capitalized and then depleted on a unit-of-production basis.
v. Deferred stripping costs
Stripping costs incurred in the production phase of a mining operation are accounted for as
production costs and are included in the costs of inventory produced. Stripping activity that
improves access to ore in future periods is accounted for as an addition to or enhancement
of an existing asset. The Company recognizes stripping activity assets when the following
three criteria are met:
▪
▪
▪
it is probable that the future economic benefit associated with the stripping
activity will flow to the Company;
the Company can identify the component of the ore body for which access has
been improved; and
the costs relating to the stripping activity associated with that component can
be measured reliably by the Company.
Stripping activity assets are depleted on a unit-of-production basis in subsequent periods
over the proven and probable reserves to which they relate.
vi. Depreciation and depletion
Buildings, plant and equipment used in production and mineral properties, with the
exception of Langeloth, are depreciated or depleted using the unit-of-production method
over proven and probable ore reserves, or if their estimated useful lives are shorter, on a
straight-line basis over the useful lives of the particular assets. Under this process,
depreciation commences when ore is extracted from the ground. The depreciation charge
is allocated to inventory throughout the production process from the point at which ore is
extracted from the pit until the ore is processed into its final form, gold doré or concentrate.
Where a change in estimated recoverable gold ounces or copper pounds contained in
proven and probable ore reserves is made, adjustments to depreciation are accounted for
prospectively. Langeloth’s property, plant and equipment are depreciated on a straight-line
basis, based on estimated useful lives which range from five to twenty years.
Mobile equipment and other assets, such as offsite roads, buildings, office furniture and
equipment are depreciated using the straight-line method based on estimated useful lives
which range from two to twenty years, but do not exceed the related estimated mine life
based on proven and probable ore reserves.
Where an item of property, plant and equipment comprises major components with
different useful lives, the components are depreciated separately but are grouped for
disclosure purposes as property, plant and equipment.
CENTERRA GOLD INC. ANNUAL REPORT 201873 i. Goodwill
Goodwill represents the difference between the cost of a business acquisition and the fair value of
the identifiable net assets acquired. Subsequent to recording, goodwill is measured at cost less
accumulated impairment losses and is not amortized.
Goodwill, upon acquisition, is allocated to the cash-generating units (“CGU”) expected to benefit
from the related business combination. A CGU, in accordance with IAS 36, Impairment of Assets,
is identified as the smallest identifiable group of assets that generates cash inflows, which are
largely independent of the cash flows from other assets.
The Company evaluates, on at least an annual basis, the carrying amount of a CGU to which
goodwill is allocated, for potential impairment.
j.
Impairment
Long term assets, including goodwill, are reviewed for impairment if an event occurs which leads
to an indication that the carrying amount may be impaired. In addition, goodwill is tested for
impairment annually on September 1.
To accomplish this impairment testing, the Company compares the recoverable amount (which is
the greater of value-in-use and fair value less costs of disposal (“FVLCD”) of the CGU) to its
carrying amount. If the carrying amount of a CGU exceeds its recoverable amount, the Company
first applies the difference to reduce goodwill and then any further excess is applied to the CGU’s
other long-lived assets. Assumptions, such as gold price, copper price, molybdenum price,
exchange rates, discount rate, and expenditures underlying the estimate of recoverable value are
subject to risks and uncertainties.
The best evidence of FVLCD is the value obtained from an active market or binding sale
agreement. Where neither exists, FVLCD is based on the best information available to reflect the
amount the Company could receive for the CGU in an arm’s length transaction, which the
Company typically estimates using discounted cash flow methods based on detailed mine and/or
production plans.
k. Income taxes
Tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in
the Statements of Earnings except to the extent that they relate to a business combination, or items
recognized directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year,
using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax
payable in respect of previous years.
CENTERRA GOLD INC. ANNUAL REPORT 201874 Deferred tax is recognized in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognized for:
▪
▪
▪
temporary differences on the initial recognition of assets or liabilities in a transaction
that is not a business combination and that affects neither accounting nor taxable profit
or loss;
temporary differences related to investments in subsidiaries, associates and jointly
controlled entities to the extent that the group is able to control the timing of the reversal
of the temporary differences and it is probable that they will not reverse in the
foreseeable future; and
taxable temporary differences arising on the initial recognition of goodwill.
The measurement of deferred tax reflects the tax consequences that would follow the manner in
which the Company, at the end of the reporting period, intends to recover or settle the carrying
amount of its assets and liabilities.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences
when they reverse, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current
tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets
on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary
differences to the extent that it is probable that future taxable profits will be available against which
they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be realized.
l. Provisions
Provisions are recorded when a legal or constructive obligation exists as a result of past events
where it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation, and a reliable estimate of the amount of the obligation can be made. The
amount recognized as a provision is the best estimate of the amount required to settle the present
obligation estimated at the end of each reporting period, taking into account the risks and
uncertainties surrounding the obligation. A provision is measured using the present value of cash
flows estimated to settle the present obligation, discounted using a pre-tax risk-free discount rate
consistent with the time period of expected cash flows.
m. Asset retirement and reclamation obligations
Asset retirement and reclamation costs include the dismantling and demolition of infrastructure
and the removal of residual materials and remediation of disturbed areas. Estimated asset
retirement and reclamation costs are provided in the accounting period when the obligation arising
CENTERRA GOLD INC. ANNUAL REPORT 201875 from the related disturbance occurs based on the net present value of estimated future costs.
Provision for asset retirement and reclamation costs recognized is estimated based on the risk-
adjusted costs required to settle present obligations discounted using a pre-tax risk-free discount
rate consistent with the time period of expected cash flows.
Asset retirement and reclamation obligations relating to operating mines and development projects
are initially recorded with a corresponding increase to the carrying amounts of related mining
properties. Changes to the obligations may arise as a result of the translation of obligations which
are considered monetary assets or changes in discount rates and timing or amounts of the costs to
be incurred. These changes are also accounted for as changes in the carrying amounts of related
mining properties, except where a reduction in the obligation is greater than the amount capitalized,
in which case the capitalized costs are reduced to nil and the remaining adjustment is included as
a reduction in profit or loss in the Statements of Earnings.
If reclamation and restoration costs are incurred as a consequence of the production of inventory,
the costs are recognized as a cost of that inventory. Asset retirement and reclamation obligations
related to inactive and closed mines are included in profit or loss in the Statements of Earnings on
initial recognition and subsequently when re-measured.
n. Earnings per share
Basic earnings per share is computed by dividing the net earnings by the weighted average number
of common shares outstanding during the year.
Diluted earnings per share is computed by dividing the net earnings applicable to common shares,
after adjusting for the effect of performance share units as though they were accounted for as an
equity instrument, by the weighted average number of common shares outstanding during the year,
plus the effects of dilutive common share equivalents such as stock options and restricted share
units. Diluted earnings per share is calculated using the treasury method, where the exercise of
stock options and restricted share units are assumed to be at the beginning of the period, the
proceeds from the exercise of stock options and restricted share units and the amount of
compensation expense measured but not yet recognized in profit or loss are assumed to be used to
purchase common shares of the Company at the average market price during the period. The
incremental number of common shares (the difference between the number of shares assumed
issued and the number of shares assumed purchased) is included in the denominator of the diluted
earnings per share computation.
Equity instruments that could potentially be dilutive in the future, but do not currently have a
dilutive effect are excluded from the calculation of diluted earnings per share.
CENTERRA GOLD INC. ANNUAL REPORT 201876 o. Revenue recognition
The Company sells its products pursuant to sales contracts entered into with its customers.
Revenue associated with the sale of gold, concentrates and molybdenum products is recognized
when control is transferred to the customer. Typically, the transfer of control occurs when the
customer has taken delivery and the consideration is received, or to be received. For concentrate
sales, revenue is recognized when control is transferred, which is based on the terms of the sales
contracts, generally upon the loading of the ocean vessel or based on negotiated terms which allows
for the transfer of control to happen earlier in the sale process.
Revenues from the Company’s concentrate sales are based on a provisional forward sales price,
which is subject to adjustments for the final price. Revenues from concentrate sales are recorded
net of treatment and refining charges and the impact of derivative contracts accounted for as hedges
of the contained metal. Treatment and refining charges represent payments or price adjustments
that are contractually negotiated, as are typical in the industry. Moreover, because a portion of the
metals contained in concentrate is unrecoverable as a result of the smelting process, the Company's
revenues from concentrate sales are also recorded net of allowances for the quantity and value of
these unrecoverable metals. Gains and losses related to the Company's forward commodity
contracts to economically hedge the Company's commodity price exposure under the Gold and
Copper Stream Arrangement are recorded to revenue.
The provisional prices are finalized in a specified future month (generally one to four months from
the date of title transfer) based on spot copper prices on the London Metal Exchange ("LME") or
spot gold prices on the London Bullion Market Association ("LBMA"). The Company receives
market prices based on prices in the specified future month, which results in mark-to-market price
fluctuations on the related receivable. To the extent final prices are higher or lower than what was
recorded on a provisional basis, an increase or decrease to revenues is recorded each reporting
period reflecting the estimated forward prices at the date of final pricing. For changes in metal
quantities upon receipt of final assay, the provisional sales quantities are adjusted as well. Any
such adjustments generally are not material to the transaction price.
The Company's molybdenum sales contracts specify the point in the delivery process at which
time control transfers to the customer (shipping point or destination). Shipping and handling fees
are accounted for on a gross basis under the terms of the contracts. The Company recognizes tolling
and calcining revenue under contractual arrangements as the services are performed on a per-unit
basis.
p. Share-based compensation
The Company has five share-based compensation plans: the Stock Option plan, Performance Share
Unit Plan, Deferred Share Unit Plan, Restricted Share Unit Plan and Employee Share Purchase
Plan.
CENTERRA GOLD INC. ANNUAL REPORT 201877 i.
Stock Option plan
Stock options are equity-settled share-based compensation awards. The fair value of stock
options at the grant date is estimated using the Black-Scholes option pricing model.
Compensation expense is recognized over the stock option vesting period based on the number
of units estimated to vest. This expense is recognized as share-based compensation expense
with a corresponding increase in contributed surplus. When options are exercised, the proceeds
received by the Company, together with the amount in contributed surplus, are credited to
common shares.
ii.
Performance Share Unit Plan
Under Centerra’s Performance Share Unit Plan, performance share units can be granted to
employees and officers of the Company. A performance share unit represents the right to
receive the cash equivalent of a common share or, at the Company’s option, a common share
purchased on the open market. Performance share units are accounted for under the liability
method using the Monte Carlo simulation option pricing model and vest 50% at the end of the
year after grant and the remaining 50% the following year. Under this method, a portion of the
fair value of the performance share units is recognized at each reporting period based on the
pro-rated number of days the eligible employees are employed by the Company compared to
the vesting period of each series granted. The cash paid to employees on exercise of these
performance share units is recorded as a reduction of the accrued obligation. The Monte Carlo
simulation option pricing model requires the use of subjective assumptions, including expected
stock-price volatility, risk-free rate of return and forfeiture rate. Historical data is considered
in setting the assumptions.
The number of units that vest is determined by multiplying the number of units granted to the
participant by the adjustment factor, which ranges from 0 to 2.0. Therefore, the number of units
that will vest and be paid out may be higher or lower than the number of units originally granted
to a participant. The adjustment factor is based on Centerra’s total return performance (based
on the preceding sixty-one trading days volume weighted average share price) relative to the
S&P/TSX Global Gold Index Total Return Index Value during the applicable period. The fair
value of the fully vested units is determined using the sixty-one trading days volume weighted
average share price. For performance share units granted in 2019 and subsequently, the total
return performance and fair value will be calculated based on a five trading day volume
weighted average share price.
iii.
Deferred Share Unit Plan
Centerra has a Deferred Share Unit Plan for directors of the Company to receive all or a portion
of their annual retainer as deferred share units. Deferred share units are settled in cash and are
accounted for under the liability method. The deferred share units cannot be converted to shares
by the unit holder or by the Company. The deferred share units vest immediately upon granting,
CENTERRA GOLD INC. ANNUAL REPORT 201878 and are automatically redeemed following departure from the board. A liability is recorded at
grant date equal to the fair value of the deferred share units. The liability is adjusted to fair
value at each reporting period and any resulting adjustment to the accrued obligation is
recognized as an expense or, if negative, a recovery. The cash paid to eligible members of the
Board of Directors on exercise of these deferred share units, being no later than December 31
of the calendar year immediately following the calendar year of termination of service, is
recorded as a reduction of the accrued obligation.
iv.
Restricted Share Unit Plan
Centerra has a Restricted Share Unit Plan for non-executive directors, certain executives and
employees of the Company to receive all or a portion of their annual retainer or annual
incentive payments as restricted share units. Restricted share units can be settled in cash or
equity at the option of the holder. Effective in 2017, certain executives and other employees
may elect to receive a portion of their annual incentive payments for that year as restricted
share units. The election is to be made prior to the end of the first quarter of any fiscal year (or
for U.S persons, prior to the commencement of the fiscal year). The Company will match 50%
of the restricted share units granted to such individuals and all such restricted share units
granted to executives and other employees vest over a two year period (“Executive RSUs”).
Restricted share units which are not Executive RSUs vest immediately upon grant and are
redeemed on a date chosen by the participant (subject to certain restrictions as set out in the
plan). The restricted share units granted are accounted for under the liability method whereby
a liability is recorded at grant date equal to the fair value of the restricted share unit. The
liability is adjusted to fair value at each reporting period and any resulting adjustment to the
accrued obligation is recognized as an expense or, if negative, a recovery. The cash paid or
common shares issued on exercise of these restricted share units is recorded as a reduction of
the accrued obligation.
v.
Employee Share Purchase Plan
Centerra has an Employee Share Purchase Plan (“ESPP”) for employees of the Company,
which was introduced in 2017. Under the ESPP, employees may elect to purchase the
Company’s shares through a payroll deduction. Each year, employees may contribute up to
10% of their base salary and the Company will match 25% of the contribution. Such
contributions are then used to acquire Centerra shares on a quarterly basis. Shares purchased
have no vesting requirement and may be issued from treasury or acquired on the open market.
The Company records an expense equal to the match provided.
When dividends are paid, participants under each of the Performance Share Unit Plan, Deferred
Share Unit Plan, and Restricted Share Unit Plan are allocated additional units equal in value to the
dividend paid per common share equal to the number of units held by the participant. For
performance share units, the number of units issued is based on the sixty-one trading day volume
CENTERRA GOLD INC. ANNUAL REPORT 201879 weighted average share price (or for performance share units issued in 2019 and thereafter, a five
trading day volume weighted average share price) on the date of the dividend.
q. Financial instruments
Financial instruments
Financial instruments are recognized initially at fair value. Subsequent to initial recognition, non-
derivative financial instruments are classified and measured as described below.
Transaction costs associated with financial instruments carried at fair value through profit or loss,
are expensed as incurred, while transaction costs associated with all other financial instruments
are included in the initial carrying amount of the asset or the liability. The amortization of debt
financing fees is calculated on an amortized cost basis over the term of the instrument.
i.
Financial assets recorded at fair value through profit or loss
Financial assets are classified at fair value if they are acquired for the purpose of selling them
in the near term. Gains or losses on these items are recognized in the Statements of Earnings.
The Company’s provisionally-priced receivables are also classified as financial assets
measured at fair value through profit or loss.
ii.
Financial assets carried at amortized cost
Financial assets are recorded at amortized cost if both of the following criteria are met: 1) the
objective of the Company’s business model for these financial assets is to collect their
contractual cash flows; and 2) the asset’s contractual cash flows represent solely payments of
principal and interest.
The Company’s cash and cash equivalents, short-term investments, restricted short-term
investments, amounts receivable (excluding provisionally-priced receivables), taxes receivable
and long-term receivables are recorded at amortized cost as they meet the required criteria. An
allowance is recorded when the estimated recoverable amount of the receivable is lower than
the carrying amount. The carrying values of amounts receivable and long-term receivables
approximate their fair values.
iii.
Financial liabilities carried at amortized cost
Accounts payable and accrued liabilities, lease obligations, debt and revenue-based taxes
payable are accounted for at amortized cost. The amortization of debt issuance costs is
calculated using the effective interest method.
CENTERRA GOLD INC. ANNUAL REPORT 201880 The Company’s post-retirement benefit liability are measured at fair value through other
comprehensive income. Provisionally-priced payables to Royal Gold are measured at fair value
through profit or loss.
iv.
Derivative financial instruments
The Company may hold derivative financial instruments to manage its risk exposure to
fluctuations of commodity prices, including the Company’s products (for example, gold or
copper) and consumables (for example, diesel fuel) and fluctuations in other currencies
compared to the USD.
Hedges
The Company applies hedge accounting to derivative instruments which hedge a portion of
the gold and copper components of its future concentrate sales at its Mount Milligan operation
(“Strategic gold and copper contracts”). The Company also applies hedge accounting to
derivative instruments which hedge a portion of its estimated future diesel fuel purchases at
its Kumtor operations (“Fuel hedge contracts”).
The Company formally documents all relationships between hedging instruments and hedged
items, as well as its risk management objectives and strategies for undertaking hedge
transactions. This process includes linking all derivative hedging instruments to forecasted
transactions. Hedge effectiveness is assessed based on the degree to which the cash flows from
the derivative contracts are expected to offset the cash flows of the underlying transaction
being hedged.
When a derivative is designated as a cash flow hedging instrument, the effective portion of
changes in fair value is recognized in other comprehensive income. The amounts accumulated
in other comprehensive income are reclassified to revenue (Strategic gold and copper
contracts) or to the cost of the purchased fuel (Fuel hedge contracts) in the Statements of
Earnings when the underlying hedged transaction, identified at contract inception, is
recognized in revenue or cost of fuel purchased.
Any ineffective portion of a hedge relationship is recognized immediately in the Statements
of Earnings as other income, net. When derivative contracts designated as cash flow hedges
are terminated, expired, settled or no longer qualify for hedge accounting, hedge accounting
is discontinued prospectively. Any amounts recorded in other comprehensive income up until
the time the contracts do not qualify for hedge accounting remain in other comprehensive
income until the underlying hedged transaction is recognized in revenue at which time such
amounts are reclassified to revenue (Strategic gold and copper contracts) or to the cost of the
purchased fuel (Fuel hedge contracts). If the forecasted transaction is no longer expected to
occur, then the amounts accumulated in other comprehensive income are reclassified to the
Statements of Earnings as other income or expense immediately.
CENTERRA GOLD INC. ANNUAL REPORT 201881 Gains or losses arising subsequent to the derivative contracts not qualifying for hedge
accounting are recognized in the period in which they arise in the Statements of Earnings as
other income, net.
Non-hedges
All derivative instruments not designated in a hedge relationship are classified as financial
instruments at fair value through profit or loss.
Changes in fair value of non-hedge derivatives at each reporting date are included in the
Statements of Earnings as non-hedge derivative gains or losses, with the exception of spot and
forward contracts associated with the Royal Gold deliverables, which are included in revenue.
r. Finance leases
The assets and liabilities under these capital leases are recorded at the lower of the present value
of the minimum lease payments or the fair value of the asset. Once ready for their intended use,
the assets are depreciated over the lesser of their related lease terms or their estimated productive
lives.
s. Discontinued Operations
A disposal group qualifies as a discontinued operation if it is a component of the Company that
either has been disposed of, or is classified as held for sale, and: (i) represents a separate major
line of business or geographical area of operations; (ii) is part of a single coordinated plan to
dispose of a separate major line of business or geographical area of operations; or (iii) is a
subsidiary acquired exclusively with a view to resale. A component of the Company comprises an
operation and cash flows that can be clearly distinguished, operationally and for financial reporting
purposes, from the rest of the Company.
Discontinued operations are excluded from the results of continuing operations and are presented
as a single amount as profit or loss after tax from discontinued operations in the Statements of
Earnings.
4. Critical accounting estimates and judgments
The preparation of consolidated financial statements in accordance with IFRS requires
management to make judgments, estimates and assumptions that affect the application of the
Company’s accounting policies, which are described in note 3, the reported amounts of assets and
liabilities and disclosure of commitments and contingent liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the reporting period. The
determination of estimates requires the exercise of judgment based on various assumptions and
CENTERRA GOLD INC. ANNUAL REPORT 201882 other factors such as historical experience, current and expected economic conditions. Actual
results could differ from those estimates.
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. The key sources of estimation
uncertainty and judgments used in the preparation of these consolidated financial statements that
have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities and earnings within the next financial year, are discussed below:
i.
Impairment
Significant judgement is required in assessing indicators of impairment. For long-term assets,
including development properties the Company completes an evaluation at each reporting period
of potential impairment indicators. The Company considers both external and internal sources of
information in assessing whether there are any indications that long-term assets may be impaired.
External sources of information that the Company considers include changes in the market,
economic, political and legal environment in which the Company operates that are not within its
control and could affect the recoverable amounts of long-term assets and goodwill. Internal sources
of information that the Company considers include the manner in which long-term assets are being
used or are expected to be used, analyses of economic performance of the assets and assessment
of factors that may impact continuing progress toward development.
For CGU’s where value cannot be obtained from an active market: expected gold, copper and
molybdenum prices, and production levels, which comprise proven and probable reserves and an
estimated recoverable amount of resources if deemed appropriate, are used to estimate expected
future cash flows. Management also estimates future operating and capital costs based on the most
recently approved life of mine plan. The discount rate applied is reviewed for each assessment.
Changes in these estimates which decrease the estimated recoverable amount of the CGU could
affect the carrying amounts of assets and result in an impairment charge.
While management believes that estimates of future cash flows are reasonable, different
assumptions regarding such cash flows could materially affect the recoverable amount of the CGU.
ii. Materials inventory
Management makes estimates of recoverable quantities of gold and copper in stockpiled ore, ore
in-process and molybdenum work-in-process to determine the average costs of finished goods sold
during the period and the value of inventories in the Statements of Financial Position. NRV tests
are performed at each reporting period based on the estimated future sales price of the gold doré,
gold and copper concentrate, molybdenum and other products based on prevailing market prices,
less estimated costs to complete production and bring the materials to selling condition.
CENTERRA GOLD INC. ANNUAL REPORT 201883 The recoverable quantity of ore on stockpiles is estimated based on tonnage added and removed
from the stockpiles, the amount of contained gold ounces and copper pounds based on assay data,
and the estimated recovery percentage based on the historical recoveries obtained in the expected
processing method. Stockpiled ore tonnage is verified by periodic surveys. Although the quantities
of recoverable metal are reconciled by comparing the grades of ore to the quantities actually
recovered, the nature of the process inherently limits the ability to precisely monitor recoverability
levels. As a result, the metallurgical reconciliation process is constantly monitored and engineering
estimates are refined based on actual results over time.
iii. Asset retirement obligations
Amounts recorded for asset retirement obligations and the related accretion expense require the
use of estimates of the future costs the Company will incur to complete the reclamation and
remediation work required to comply with existing laws and regulations at each mine site, as well
as the timing of the reclamation activities and estimated discount rate. The Company assesses and
revises its asset retirement obligations on an annual basis or when new material information
becomes available. Actual costs incurred may differ from those amounts estimated. Also, future
changes to environmental laws and regulations could increase the extent of reclamation and
remediation work required to be performed by the Company. Increases in future costs could
materially impact the amounts charged to operations for reclamation and remediation. The
provision represents management’s best estimate of the present value of the future reclamation and
remediation costs based on environmental disturbances as at the reporting date.
A change in any or a combination of the key assumptions used to determine the provisions could
have a material impact on the carrying value of the provisions. Changes to the estimated future
reclamation costs for operating sites are recognized in the Statements of Financial Position by
adjusting both the retirement asset and provision, and will impact earnings as these amounts are
depleted and accreted over the life of the mine.
iv. Deferred income taxes
The Company operates in a number of tax jurisdictions and is therefore required to estimate its
income taxes in each of these tax jurisdictions in preparing its financial statements. In calculating
the income taxes, the Company considers factors such as tax rates in the different jurisdictions,
non-deductible expenses, changes in tax law and management’s expectations of future results. The
Company estimates deferred income taxes based on temporary differences between the income
and losses reported in its financial statements and its taxable income and losses as determined
under the applicable tax laws. The tax effects of these temporary differences are recorded as
deferred tax assets or liabilities in the financial statements.
The Company does not recognize deferred tax assets where management does not expect such
assets to be realized based upon current forecasts. In the event that actual results differ from these
estimates, adjustments are made in subsequent periods.
CENTERRA GOLD INC. ANNUAL REPORT 201884 v. Depreciation, depletion and amortization of property plant and equipment
All mining assets (except for mobile equipment) are depleted using the units-of-production method
where the mine operating plan calls for production from well-defined ore reserves over proven and
probable reserves. For mobile and other equipment, the straight-line method is applied over the
estimated useful life of the asset which does not exceed the estimated mine life based on proven
and probable ore reserves as the useful lives of these assets are considered to be limited to the life
of the relevant mine.
The calculation of the units-of-production rate of property, plant and equipment to be depleted
could be impacted to the extent that actual production in the future is different from current forecast
production based on proven and probable ore reserves. This would generally arise when there are
significant changes in any of the factors or assumptions used in estimating ore reserves.
Changes to these estimates, which can be significant, could be caused by a variety of factors,
including future production differing from current forecasts, expansion of mineral reserves through
exploration activities, differences between estimated and actual costs of mining and other factors
impacting mineral reserves or the expected life of the mining operation.
vi. Mineral reserve and resources estimation
The Company estimates its mineral reserves and mineral resources based on information compiled
by qualified persons as defined in accordance with the National Instrument 43-101, Standards of
Disclosure for Mineral Projects. The estimation of mineral reserves requires judgment to interpret
available geological data, select an appropriate mining method and establish an extraction
schedule. It also requires assumptions about future commodity prices, exchange rates, production
costs, recovery rates and discount rates and, in some instances, the renewal of mining licenses.
There are numerous uncertainties inherent in estimating mineral reserves and assumptions that are
valid at the time of estimation and may change significantly when new information becomes
available. New geological data as well as changes in the above assumptions may change the
economic status of mineral reserves and may, ultimately, result in the mineral reserves being
revised.
Estimates of mineral reserves and mineral resources impact the following items in the financial
statements:
• Useful lives of assets depreciated on a straight-line basis, where those lives are
limited to the life of the mine.
• Depreciation and depletion of assets using the units-of-production method.
• Estimate of recoverable value of CGUs.
• Estimated timing of reclamation activities.
• Expected future economic benefit of expenditures, including stripping and
development activities.
CENTERRA GOLD INC. ANNUAL REPORT 201885 vii. Derivative financial instruments
Judgment is required to determine if an effective hedging relationship exists throughout the
financial reporting period for derivative financial instruments classified as either a fair value or
cash flow hedge.
Management assesses the relationships on an ongoing basis to determine if hedge accounting is
appropriate. The Company monitors on a regular basis its hedge position for its risk exposure to
fluctuations in commodity prices, including prices for gold, copper and fuel. For derivative
contracts, valuations are based on forward rates considering the market price, rate of interest and
volatility, and take into account the credit risk of the financial instrument. Refer to note 27 for a
sensitivity analyses based on changes in commodity prices.
viii.
Litigation and contingency
On an ongoing basis, the Company is subject to various claims and other legal disputes as
described in notes 21 and 24, the outcomes of which cannot be assessed with a high degree of
certainty. A provision is recognized where, based on the Company’s legal views and advice, it is
considered probable that an outflow of resources will be required to settle a present obligation that
can be measured reliably.
By their nature, these provisions and contingencies will only be resolved when one or more future
events occur or fail to occur. The assessment of such provisions and contingencies inherently
involves the exercise of significant judgment of the potential outcome of future events. Disclosure
of other contingent liabilities is made unless the possibility that a loss may occur is considered
remote.
5. Changes in accounting policies
Recently adopted accounting policies are as follows:
As of January 1, 2018, the Company adopted IFRS 15, Revenue from Contracts with Customers
(“IFRS 15”) that establishes principles for reporting the nature, amount, timing, and uncertainty of
revenue and cash flows arising from an entity’s contract with customers. It replaced IAS 18
Revenue, IAS 11 Construction Contracts and related interpretations.
Under IFRS 15, revenue is recognized when a customer obtains control of the goods or services.
Determining the timing of the transfer of control – at a point in time or over time – requires
judgement.
The Company reviewed its revenue streams and contracts with customers using the five-step
analysis prescribed under IFRS 15 and concluded that there were no material changes to the
amount or timing of revenue recognized.
CENTERRA GOLD INC. ANNUAL REPORT 201886 The Company adopted IFRS 15 using the modified retrospective approach and was not required
to recognize any transition adjustments.
Recently issued but not adopted accounting guidance are as follows:
IFRS 16, Leases
In January 2016, the IASB issued IFRS 16, Leases (“IFRS 16”). IFRS 16 revises the definition of
leases and requires companies to bring most leases on-balance sheet, recognizing new assets and
liabilities. The objective of this change is to increase the transparency and comparability of a
company’s financial statements. IFRS 16 is effective for annual periods beginning on or after
January 1, 2019.
The Company will apply IFRS 16 initially on January 1, 2019, using the modified retrospective
approach. Therefore, the cumulative effect of adopting IFRS 16 will be recognized as an
adjustment to the opening balance of retained earnings at January 1, 2019, with no restatement of
comparative information.
The Company will recognize lease assets and liabilities for leases that meet the definition of a lease
under IFRS 16, primarily for leases of warehouse facilities and administrative buildings.
Previously, the Company recognized lease expenses related to these leases on a straight-line basis
over the term of the lease. Under IFRS 16, the Company will recognize a depreciation charge and
interest expense for the lease assets and liabilities, respectively.
The Company estimates it will recognize additional lease liabilities and corresponding assets of
approximately $21 million on January 1, 2019 as a result of the adoption of IFRS 16. The Company
does not expect the adoption of IFRS 16 to impact its ability to comply with the maximum leverage
threshold loan covenant described in Note 14.
IFRIC 23, Uncertainty over Income Tax Treatments
In June 2017, the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments (“IFRIC 23”).
IFRIC 23 clarifies the determination of taxable profit (tax loss), tax bases, unused tax losses,
unused tax credits and tax rates, when there is uncertainty over income tax treatments under IAS
12 and requires an entity to consider whether it is probable that the relevant authority will accept
each tax treatment, or group of tax treatments, that it uses or plans to use in its income tax filing.
IFRIC 23 is effective for annual periods beginning on or after January 1, 2019, and permits early
adoption. It is expected that the adoption of IFRIC 23 will not have a material impact on the
Company’s financial statements.
CENTERRA GOLD INC. ANNUAL REPORT 201887 6. AuRico Metals Inc
a. Acquisition
On January 8, 2018, the Company completed the acquisition of 100% of the outstanding shares of
AuRico Metals Inc. (“AuRico”) (“the AuRico Acquisition”). AuRico was a North American-based
company with a wholly-owned interest in a feasibility stage underground gold-copper project in
British Columbia, Canada, known as the Kemess Underground property, as well as the Kemess
East property. At the time of the AuRico Acquisition, AuRico owned a royalty portfolio that
included a 1.5% net smelter return (“NSR”) royalty on the operating Young-Davidson gold mine
in Ontario and a 2.0% NSR royalty on the operating Fosterville mine in Australia (collectively
“the Royalty Portfolio”).
The AuRico Acquisition was completed by way of a Plan of Arrangement under the Business
Corporations Act (Ontario), whereby the Company acquired all of the issued and outstanding
AuRico common shares for Cdn$1.80 per share in cash consideration, representing an aggregate
transaction value of approximately $247 million (Cdn$307 million).
The Company determined that the AuRico Acquisition was a business combination in accordance
with the definition in IFRS 3, Business Combinations, and as such has accounted for it in
accordance with this standard, with an acquisition date of January 8, 2018. The Company engaged
an external third-party valuator to assist in the determination of the fair value of the acquired assets
and liabilities.
The following table summarizes the preliminary fair value of the identified assets acquired and
liabilities assumed from AuRico:
CENTERRA GOLD INC. ANNUAL REPORT 201888 Total consideration
Cash paid to shareholders
Assets acquired
Current assets
Cash and cash equivalents
Marketable investments
Amounts receivable
Inventories
Prepaid expenses and other assets
Non-current assets
Property, plant and equipment
Intangible assets (Royalties)
Total assets
Liabilities assumed
Accounts payable and accrued liabilities
Asset retirement obligations
Deferred tax liability
Total liabilities
Net assets acquired
January 8,
2018
$
246,961
$
$
$
$
$
$
$
20,161
2,254
4,005
3,000
379
29,799
171,264
129,224
330,287
5,955
13,795
63,576
83,326
246,961
The purchase price allocation was based on a preliminary assessment of fair values that were
estimated at the acquisition date pending confirmation or completion of the valuation process. The
valuation has been finalized, resulting in no adjustments to the preliminary purchase price
allocation.
Transaction costs, due diligence costs and integration costs of the AuRico Acquisition were as
follows:
Due diligence costs
Integration costs
$
$
2018
2,042
2,473
4,515
CENTERRA GOLD INC. ANNUAL REPORT 201889 b. Disposition of Royalty Portfolio
On June 27, 2018 the Company announced completion of the sale of its Royalty Portfolio and
other royalties to Triple Flag Mining Finance Bermuda Ltd (“Triple Flag”) for an up-front cash
payment of $155.5 million with an effective date of April 1, 2018, subject to customary working
capital adjustments. A pre-tax gain on disposal of approximately $28 million was recognized in
the Statements of Earnings for the year ended December 31, 2018.
The sale of the Royalty Portfolio and other royalties was part of a larger transaction between the
Company and Triple Flag. The sale also included a stream on 100% of the silver production at the
Kemess Underground and Kemess East properties in consideration for a series of payments
totaling $45 million to be received during construction of the mine. The first payment is due on
the public announcement by the Company that its board of directors has approved a construction
decision with respect to the Kemess Underground project.
7. Discontinued operations
On September 25, 2018, the Company entered into a definitive agreement to sell its Mongolian
business unit, including Boroo Gold LLC and Centerra Gold Mongolia LLC (including the gold
project at Gatsuurt). The sale closed on October 11, 2018 for net cash proceeds of $35 million.
As the Mongolian business unit was a component of the Company, clearly distinguished
operationally and for financial reporting purposes from the rest of the Company, the disposal group
was considered a discontinued operation. Results of the discontinued operation have been
presented in the Statements of Earnings, and comparative periods have been recast accordingly.
The following table summarizes the net assets disposed of:
CENTERRA GOLD INC. ANNUAL REPORT 201890 Assets
Current assets
Cash and cash equivalents
Amounts receivable
Inventories
Prepaid expenses and other assets
Non-current assets
Property, plant and equipment
Assets disposed of
Liabilities
Accounts payable and accrued liabilities
Asset retirement obligations
Other liabilities
Liabilities disposed of
Loss from discontinued operations
Other operating expenses
Care and maintenance expense
Exploration expenses
Corporate administration
Asset impairment
Loss from operations
Finance costs
Gain on disposal of ATO Project
Other expense (income), net
Loss before income tax
Income tax expense
Net loss from discontinued operations
October 11,
2018
$
$
$
$
$
$
$
$
$
$
1,279
9,697
6,958
2,592
20,526
39,983
60,509
1,403
22,062
2,044
25,509
2017
16
7,294
735
306
41,983
50,334
523
(9,795)
(385)
40,677
1,589
42,266
2018
14
4,777
315
198
10,022
15,326
440
(9,919)
94
5,941
-
5,941
$
$
$
$
CENTERRA GOLD INC. ANNUAL REPORT 201891 8. Amounts receivable
Gold sales receivable from related party (note 25)
Gold and copper concentrate sales receivable
Molybdenum sales receivable
Provisionally priced gold and copper concentrate sales
receivable
Consumption tax receivable
Other receivables
Total amounts receivable
2018
234
7,667
22,963
17,799
7,847
3,048
59,558
$
$
The aging of amounts receivable at each reporting date was as follows:
Less than one month
One to three months
Three to six months
Over six months
Total amounts receivable
2018
36,716
15,666
7,133
43
59,558
$
$
2017
20
13,650
22,999
20,890
3,817
2,526
63,902
2017
33,113
12,230
17,636
923
63,902
$
$
$
$
As at December 31, 2018, provisionally priced amounts receivable from gold and copper
concentrate sales of $7.9 million, $7.2 million and $2.7 million were included within less than one
month, one to three months and from three to six months, respectively (December 31, 2017 - $11.4
million, $5.5 million and $4.0 million were included within less than one month, one to three
months and from three to six months, respectively). These sales are provisionally priced and settle
at prices determined at a future date pursuant to various off-take agreements.
CENTERRA GOLD INC. ANNUAL REPORT 201892 9. Inventories
2018
2017
$
$
Stockpiles of ore (a)
Gold in-circuit
Gold doré
Copper and gold concentrate
Molybdenum inventory
212,114
23,595
15,023
6,745
41,427
298,904
209,032
Supplies (net of provision)
507,936
Total inventories (net of provisions)
(1,728)
Less: Long-term supplies inventory (note 12)
Total inventories - current portion
506,208
(a) As at December 31, 2018, the amount of ore not scheduled for processing within the next 12
months, but available on-demand, is $181.3 million (December 31, 2017 – $111.8 million).
265,488
20,136
16,524
21,907
65,201
389,256
209,396
598,652
(1,741)
596,911
$
$
$
$
The Company has recorded a provision for supplies obsolescence of $21.4 million as at December
31, 2018 (December 31, 2017 - $29.6 million).
Molybdenum inventory of $65.2 million as at December 31, 2018 (December 31, 2017 - $41.4
million) included work-in-process inventory of $32.9 million (December 31, 2017 - $21.4 million)
and finished goods inventory of $32.3 million (December 31, 2017 - $20.0 million).
10. Prepaid expenses and other current assets
Insurance
OMAS credit facility financing fees
Deposits for consumable supplies
Other
Total
2018
6,783
-
13,470
4,481
24,734
$
$
2017
6,193
4,770
5,330
7,677
23,970
$
$
CENTERRA GOLD INC. ANNUAL REPORT 201893 11. 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
Capitalized
Stripping
Costs
Mobile
Equipment
Construction
In Progress
Total
Cost and impairment
January 1, 2017
Additions
Disposals
Impairment
Fully depreciated assets
Reclassification
$
1,083,911 $
386
(868)
(25,000)
(3,591)
24,107
517,249 $
12,645
(2,003)
(1,952)
-
2,350
181,724 $
200,223
-
-
(34,375)
537,938 $
1,596
(7,271)
-
(38,300)
-
55,890
82,966 $
119,296
-
(14,348)
-
(82,347)
2,403,788
334,146
(10,142)
(41,300)
(76,266)
-
Balance December 31, 2017
$
1,078,945 $
528,289 $
347,572 $
549,853 $
105,567 $
2,610,226
Acquisition of AuRico (note 6)
Additions
Disposal
Impairment
Disposal of Mongolian business unit (note 7)
Fully depreciated assets
Reclassification
56,814
1,257
(13,501)
-
(89,254)
(15,338)
49,958
113,454
15,815
-
-
(81,432)
-
1,544
-
138,774
-
-
-
-
-
1,082
7,216
(4,010)
-
(14,474)
(49,942)
69,439
-
181,281
-
(8,385)
(23,172)
-
(120,941)
171,350
344,343
(17,511)
(8,385)
(208,332)
(65,280)
-
Balance December 31, 2018
$
1,068,881 $
577,670 $
486,346 $
559,164 $
134,350 $
2,826,411
Accumulated depreciation
January 1, 2017
Charge for the period
Disposals
Fully depreciated assets
$
$
Balance December 31, 2017
Charge for the period
Disposals
Disposal of Mongolian business unit (note 7)
Fully depreciated assets
Reclassification
288,809 $
52,524
(1,386)
(3,591)
336,356 $
61,390
(9,280)
(73,941)
(15,338)
(18,203)
159,015 $
12,409
(1,882)
-
169,542 $
13,951
-
(80,241)
-
8
26,597 $
46,489
-
(34,375)
38,711 $
104,904
-
-
-
-
364,476 $
70,692
(5,695)
(38,300)
391,173 $
71,030
(3,783)
(14,167)
(49,942)
18,195
Balance December 31, 2018
$
280,984 $
103,260 $
143,615 $
412,506 $
- $
-
-
-
- $
-
-
-
-
-
- $
838,897
182,114
(8,963)
(76,266)
935,782
251,275
(13,063)
(168,349)
(65,280)
-
940,365
Net book value
Balance December 31, 2017
Balance December 31, 2018
$
$
742,589 $
358,747 $
308,861 $
158,680 $
105,567 $
1,674,444
787,897 $
474,410 $
342,731 $
146,658 $
134,350 $
1,886,046
CENTERRA GOLD INC. ANNUAL REPORT 201894 The following is an analysis of the depreciation, depletion and amortization charge recorded in the
Statements of Financial Position and Statements of Earnings:
$
Amount recorded in cost of sales (note 18)
Amount recorded in corporate administration (note 19)
Amount recorded in care and maintenance expense
Total included in continuing operations
Amount recorded in discontinued operations (note 7)
Inventories movement (note 29(a))
Amount capitalized in PP&E (note 29(b))
Depreciation, depletion and amortization charge for the year $
12. Other assets and Other liabilities
Other assets:
Alternative Minimum Tax receivable (a)
Long term deposits and receivables
Long term inventories (note 9)
Prepayments for property, plant and equipment (b)
Other assets
Total other assets
$
$
Other liabilities:
2018
196,904
390
3,508
200,802
1,067
14,302
35,104
251,275
2018
22,808
-
1,741
7,549
162
32,260
$
$
$
$
2017
195,036
248
3,331
198,615
2,087
(69,644)
51,056
182,114
2017
21,302
2,649
1,728
16,088
203
41,970
$
$
Deferred vendor payables
Post-retirement benefits
Other liabilities
Total other liabilities
Current portion of other liabilities
Non-current portion of other liabilities
a)
6,930
3,880
93
10,903
(7,021)
3,882
In 2017, the Company accrued a $21.3 million tax benefit due to the enactment of the U.S
Tax Cuts and Jobs Act on December 22, 2017. Amongst the more impactful provisions to
the Company, the Alternative Minimum Tax (“AMT”) was repealed and the $22.8 million
of AMT paid in prior years (less a 6.6% sequestration rate) was expected to be refunded over
the course of 2019 to 2022. As at December 21, 2018, the AMT receivable was increased to
$22.8 million as a result of the U.S. Office of Management and Budget ruling that the AMT
credits are not subject to sequestration.
-
3,636
67
3,703
(67)
3,636
$
$
CENTERRA GOLD INC. ANNUAL REPORT 201895 b)
Prepayments for property, plant and equipment represents vendor advances of $6.5 million
(December 31, 2017 - $4.5 million) and $1.0 million (December 31, 2017 - $2.4 million) for
fixed asset purchases for the Öksüt Project and Kumtor Mine, respectively. In 2017,
prepayments of $9.2 million were for fixed asset purchases at the Mount Milligan Mine.
13. Accounts payable and accrued liabilities
2017
122,101
Trade creditors and accruals
50,650
Amount due to Royal Gold (a)
9,078
Liability for share-based compensation (note 23)
Total
181,829
(a) Royal Gold holds a streaming interest in the production at the Mount Milligan Mine. As a
result, when a trade receivable is recorded in relation to a third party customer gold and
copper concentrate delivery, a corresponding liability to Royal Gold is recorded.
2018
121,973
42,885
8,925
173,783
$
$
$
$
CENTERRA GOLD INC. ANNUAL REPORT 201896 14. Debt
Centerra B.C.
Holdings
Revolving
Credit
Facility
EBRD
Facility
AuRico
Corporate
Acquisition Revolving
Facility
Facility
OMAS
Facility
CAT
Note
Total
Principal
Balance December 31,
2017
Transfer
Drawdown
Settlement
Balance December 31,
2018
Deferred costs
Balance December 31,
2017
Additions
Amortization
Balance December 31,
2018
$
$
$
$
190,000 $
(190,000)
-
-
76,000 $
-
-
(76,000)
- $
-
125,000
(125,000)
- $
190,000
221,069
(300,069)
- $
-
49,668
-
31,986 $ 297,986
-
395,737
(501,069)
-
-
-
- $
- $
- $ 111,000 $
49,668 $
31,986 $ 192,654
(4,241) $
-
4,241
(1,612) $
-
1,612
- $
-
-
- $
- $
(2,785)
638
(7,295)
1,054
- $
-
-
(5,853)
(10,080)
7,545
- $
- $
- $
(2,147) $
(6,241) $
- $
(8,388)
Centerra B.C.
Holdings
Revolving
EBRD
AuRico
Corporate
Acquisition Revolving
Credit Facility Facility
Facility
Facility
OMAS
Facility
CAT
Note
Total
Net debt
Short-term debt
Long-term debt
Balance December 31,
2017
Short-term debt
Long-term debt
Balance December 31,
2018
$
$
$
$
48,536 $
- $
137,223
74,388
185,759 $
74,388 $
- $
-
- $
- $
-
- $
- $
-
- $
- $
-
- $
-
- $
- $
- $
31,986 $
80,522
-
-
211,611
- $
31,986 $
292,133
- $
5,000 $
5,000
108,853
43,427
26,986
179,266
- $
108,853 $
43,427 $
31,986 $
184,266
CENTERRA GOLD INC. ANNUAL REPORT 201897 Centerra B.C. Holdings Credit Facility
In 2016, as part of the Thompson Creek Metals Company Inc (“TCM”) acquisition (“TCM
Acquisition”), Centerra B.C. Holdings Inc., a wholly-owned subsidiary of the Company, secured
financing from a lending syndicate in the aggregate amount of $325 million (the “Centerra B.C.
Facility”), consisting of a $250 million non-revolving term facility and a $75 million senior
secured revolving credit facility.
On February 1, 2018, the Centerra B.C. Facility was replaced with a new Corporate Facility, as
noted below. As a result, the Centerra B.C. Facility was deemed to be extinguished and all
associated unamortized capitalized deferred financing fees totaling $4.2 million were expensed.
EBRD Revolving Credit Facility
In 2016, the Company entered into a five-year $150 million revolving credit facility with European
Bank for Reconstruction and Development (the “EBRD Facility”).
On January 29, 2018, in connection with the establishment of the Corporate Facility, the EBRD
Facility was repaid in full and subsequently cancelled. All associated unamortized capitalized
deferred financing fees totaling $1.6 million were expensed.
AuRico Acquisition Facility
The AuRico Acquisition (note 6) was funded, in part, by a $125 million acquisition facility
(“AuRico Acquisition Facility”) entered into on January 8, 2018. The AuRico Acquisition Facility
was subsequently repaid and cancelled on February 1, 2018, when the Company entered into the
Corporate Facility, as noted below. All associated financing fees were expensed and reflected in
the Statements of Earnings.
Corporate Facility
On February 1, 2018, the Company entered into a $500 million four-year senior secured revolving
credit facility (the "Corporate Facility") with a lending syndicate led by the Bank of Nova Scotia
and National Bank of Canada. Finance fees for the Corporate Facility are deferred and amortized
over the term of the facility.
Funds drawn under the Corporate Facility are available to be re-drawn on a quarterly basis, at the
Company’s discretion, and repayment of the loaned funds may be extended until February 2022.
CENTERRA GOLD INC. ANNUAL REPORT 201898 The Corporate Facility is for general corporate purposes, including working capital, investments,
acquisitions and capital expenditures. The Company’s obligations under the Corporate Facility are
guaranteed by its subsidiaries which own the Mount Milligan Mine, the Endako mine, the
Langeloth metallurgical facility, the Kemess Underground property and the Kemess East property.
In addition, the Company is expected to maintain compliance with specified covenants (including
financial covenants). As of December 31, 2018, the Company was in compliance with its
covenants.
December 31,
2018
Corporate Facility
Undrawn amount of the facility
Interest rate - LIBOR plus (a)
2.25% - 3.75%
(a) The interest rate margin applied is dependent on an indebtedness ratio calculation and is re-
assessed quarterly. The interest rate margin ranges from 2.25% to 3.75%. Accrued interest
is included in the Consolidated Statements of Financial Position as part of 'Accounts payable
and accrued liabilities'.
$389 million
OMAS Facility
In 2016, Öksüt Madencilik Sanayi vi Ticaret A.S. (“OMAS”), a wholly-owned subsidiary of the
Company, entered into a $150 million five-year project financing facility with UniCredit Bank AG
and European Bank for Reconstruction and Development (the “OMAS Facility”). In April 2018,
the OMAS Facility was amended (“April 2018 amendment”), extending the expiry of the facility
from December 30, 2021 to March 31, 2024. The purpose of the OMAS Facility is to assist in
financing the construction of the Company’s Öksüt Project.
As part of an April 2018 amendment to the OMAS Facility, OMAS agreed to apply all excess cash
flow towards debt prepayment until the Öksüt Project’s mining license is extended beyond its
current expiry date of January 16, 2023. In addition, the Company has provided a limited guarantee
of a portion of OMAS’ obligations under the OMAS Facility and has agreed to comply with certain
covenants which are consistent with the covenants under the Corporate Facility. The guarantee
will be callable if the Öksüt mining license is not extended beyond January 16, 2023. The guarantee
provided by Centerra will be limited to the OMAS Facility balance outstanding as at January 16,
2023.
As a condition of the OMAS Facility, the Company has deposited $25 million into a restricted
account, including $15 million which is restricted until the Öksüt Project mining lease is extended
and $10 million which is restricted during the construction phase.
CENTERRA GOLD INC. ANNUAL REPORT 201899 December 31,
2018
December 31,
2017
OMAS Facility
Undrawn amount of the facility
Interest rate - LIBOR plus (a)
(a) The interest rate margin applied is dependent on the timing of the completion of the Öksüt
2.65% - 2.95%
$100.3 million
$150 million
Project construction.
Caterpillar Promissory Note
As part of the TCM acquisition, the Company assumed TCM’s capital equipment lease obligations
owed to Caterpillar Financial Services Limited (“Caterpillar”). The Company re-financed the
leases in 2017, whereby the Company would purchase the assets held under finance leases through
a loan repayable to Caterpillar (the “CAT Note’).
Interest on the CAT Note is at three-month LIBOR + 4.93% paid quarterly in arrears. The CAT
Note is secured by assets previously held under the finance leases and the Company has agreed to
certain non-financial covenants.
In 2018, an amendment was signed extending the CAT Note until March 25, 2020 with an initial
principal repayment of $5 million which was paid on January 25, 2019 at which time the interest
rate was reset to LIBOR + 3.50%.
The Company has reclassified the 2017 comparative amount to conform with the 2018
presentation.
CENTERRA GOLD INC. ANNUAL REPORT 2018100 15. Taxes
a. Revenue based taxes - Kumtor
Kumtor pays taxes on revenue, at a rate of 13% of gross revenue, with an additional contribution
of 1% of gross revenue payable to the Issyk-Kul Oblast Development Fund.
During the year ended December 31, 2018, the 13% revenue-based tax expense recorded by
Kumtor was $86.3 million (December 31, 2017 - $89.8 million), while the Issyk-Kul Oblast
Development Fund contribution of 1% of gross revenue totalled $6.6 million (December 31, 2017
- $6.9 million).
b. Income tax (recovery) expense
Current tax
Deferred tax
Total income tax recovery
Income tax recovery from continuing operations
Income tax expense from discontinued operations
Total income tax recovery
2018
4,406
(19,053)
(14,647)
(14,647)
-
(14,647)
$
$
$
$
2017
(16,543)
(1,658)
(18,201)
(19,790)
1,589
(18,201)
$
$
$
$
Income tax expense (recovery) differs from the amount that would arise from applying the
Canadian federal and provincial statutory income tax rates to earnings before income tax as
follows:
CENTERRA GOLD INC. ANNUAL REPORT 2018101 Earnings before income tax from continuing operations
Loss before income tax from discontinued operations
Net earnings before income tax
Income tax expense calculated at the combined Canadian
and provincial statutory income tax rate of 26.5%
Increase (decrease) due to:
Difference between Canadian and foreign tax rates
Change in unrecognized deductible temporary differences
Impact of foreign currency movements
Non-deductible costs
British Columbia ("B.C.") mining tax
Impact of tax legislation/rate change
Other
Income tax recovery from continuing operations
Income tax from discontinued operations
Total income tax recovery
c. Deferred income tax
2018
98,823
(5,941)
92,882
$
$
2017
232,009
(40,677)
191,332
24,614
50,703
(46,237)
(1,792)
(384)
6,144
4,445
(1,505)
68
(14,647)
(14,647)
-
(14,647)
$
$
(58,318)
(639)
7,439
(545)
4,694
(21,302)
(233)
(18,201)
(19,790)
1,589
(18,201)
$
$
$
$
The following are significant components of deferred income tax assets and liabilities:
Deferred income tax assets:
Provisions - asset retirement obligations and other
Non-capital losses
Total deferred tax assets
Deferred income tax liabilities:
Property, plant and equipment
Total deferred tax liabilities
Net deferred tax liabilities
2018
11,247
11,575
22,822
67,346
67,346
(44,524)
$
$
$
$
$
$
$
$
$
$
2017
-
6,966
6,966
6,966
6,966
-
The Company has not recognized deferred tax assets in respect to the following deductible
temporary differences:
CENTERRA GOLD INC. ANNUAL REPORT 2018102 Non-capital losses (expiring 2019 – 2038)
Net operating losses restricted due to changes in ownership
Property, plant and equipment
Capital losses
Asset retirement obligations and other provisions
Other
Total
$
$
2018
563,716
78,997
267,439
125,542
113,670
20,258
1,169,622
$
$
2017
755,520
74,680
216,382
58,279
77,003
68,344
1,250,208
The Company has also not recognized deferred tax assets with respect to British Columbia mining
tax for deductible temporary differences of $562.8 million (December 31, 2017 - $679.4 million)
or mining tax credits of $18.1 million (December 31, 2017 - $17.2 million).
16. Provision for reclamation
2018
2017
$
$
51,477
-
23,068
84,700
20,925
31,075
1,200
212,445
(197)
212,248
Kumtor gold Mine
Boroo gold Mine (a)
Mount Milligan Mine
Thompson Creek Mine (b)
Endako Mine
Kemess Project
Other
Total provision for reclamation
Less: current portion
53,565
21,644
28,148
35,618
26,714
-
1,317
167,006
(832)
166,174
The reclamation obligation associated with these operations in Mongolia were disposed of
on October 11, 2018 (note 7)
During 2018 following an update to long-term plans for the molybdenum business and as a
result of an independent assessment performed on the reclamation provision, the Company
recognized an additional reclamation provision for future water treatment requirements at
the Thompson Creek Mine. The underlying water treatment reclamation provision is over a
100-year period with the initial water treatment plant capital expenditure of $6.2 million
anticipated to be incurred in year 44, with average operating expenditures of between $0.3
and $1.4 million per year thereafter.
$
$
(a)
(b)
The carrying amount of the asset retirement obligations and the expected timing of payment of the
cash flows are based on the life of mine plans with the following key assumptions:
CENTERRA GOLD INC. ANNUAL REPORT 2018103 Start date
Risk-free discount
rate (2018)
Risk-free discount
rate (2017)
Kumtor
2026
Kemess
Ongoing
Mount
Milligan
2038
Endako
2033
Thompson
Creek
2033
2.74%
2.02%
2.17%
2.02%
2.83%
2.38%
n/a
2.23%
2.1%
2.5%
The Company completed its regularly scheduled update to its closure costs estimates at Mount
Milligan, Endako, Kemess and Thompson Creek Mine in December 2018.
The following is a reconciliation of the provision for the reclamation liability amount:
$
$
Balance at January 1
Obligations assumed (note 6)
Obligations disposed of (note 7)
Liabilities paid
Change in estimates recognized as asset (a)
Change in estimates recognized in continuing operations (a)
Accretion expense from continuing operations (note 22)
Accretion expense from discontinued operations (note 7)
Total provision for reclamation
Less: current portion
Balance at December 31
(a)
2017
158,416
-
-
(432)
5,153
176
3,170
523
167,006
(832)
166,174
In the year ended December 31, 2018, the discounted change in estimates includes: increases
in Thompson Creek Mine, Kemess and other properties of $48.2 million, $18.7 million and
$1.2 million, respectively, and decreases in Kumtor, Mount Milligan Mine and Endako Mine
of $3.4 million, $5.7 million and $6.3 million, respectively.
2018
167,006
13,795
(22,062)
(1,338)
10,805
40,355
3,444
440
212,445
(197)
212,248
$
$
In 1998, a Reclamation Trust Fund was established to cover the future costs of reclamation, net of
salvage values, at the Kumtor gold mine. On December 31, 2018, this fund had a balance of $30.8
million (December 31, 2017 - $26.4 million).
The Company is required by U.S. federal and state laws and Canadian provincial laws to provide
financial assurance sufficient to allow a third party to implement approved closure and reclamation
plans at Mount Milligan, Endako and Thompson Creek Mine if the Company is unable to do so.
These laws are complex and vary from jurisdiction to jurisdiction. The laws govern the
determination of the scope, cost of the closure, reclamation obligation and the amount and forms
of financial assurance. As of December 31, 2018, the Company has provided the appropriate
regulatory authorities in the U.S. and Canada with $105.0 million (December 31, 2017 - $81.0
CENTERRA GOLD INC. ANNUAL REPORT 2018104 million) in reclamation bonds for mine closure obligations. The Company expects to increase the
amount of the reclamation bond required for the Thompson Creek Mine in 2019.
Reclamation
bonds (a)
Total
December 31,2018 $105.0
$81.0
December 31,2017
Mount
Milligan Endako Kemess Langeloth
$31.8
$28.5
$28.7
$0
$8.4
$9.2
$0.1
$0
Thompson
Creek
$36.0
$43.3
(a) Reclamation bonds provided as cash collateral for the year ended December 31, 2018 were
Nil (2017: Nil)
The following is a reconciliation of the reclamation deposits asset amount:
Kumtor reclamation trust fund
Other
Total
17. Gold and Copper sales
2018
30,758
83
30,841
$
$
2017
26,436
89
26,525
$
$
For the year ended December 31, 2018, the Company’s gold concentrate sales included pricing
and quantity adjustment losses of $2.0 million (2017: $7.1 million gain) and the Company’s copper
concentrate sales included pricing and quantity adjustment losses of $10.0 million (2017: $4.4
million gain).
18. Cost of sales
Operating costs:
Salaries and benefits
Consumables and maintenance charges
Third-party services
Other operating costs
Royalties, levies and production taxes
By-product sales (a)
Changes in inventories
Supplies inventory obsolescence charge
Depreciation, depletion and amortization (note 11)
2018
2017
121,028
272,922
29,083
35,730
11,098
(21,147)
109,794
558,508
5,955
196,904
761,367
$
$
113,086
218,989
29,915
42,036
13,251
(19,042)
85,675
483,910
3,148
195,036
682,094
$
$
(a) By-product sales includes silver, rhenium and sulfuric acid sales.
CENTERRA GOLD INC. ANNUAL REPORT 2018105 As a result of the temporary suspension of mill processing operations at the Mount Milligan Mine,
$10.9 million of operating costs incurred in the year ended December 31, 2018 were classified as
standby costs.
19. Corporate administration
Administration and office costs
Professional fees
Salaries and benefits
Share-based compensation
Depreciation and amortization
20. Other operating expenses
2018
3,290
6,957
15,514
3,485
390
29,636
$
$
2017
5,617
9,324
15,612
6,811
248
37,612
$
$
Social development contributions
Selling and marketing (a)
Nature Development Fund contributions (note 21)
Mill optimization studies - Mount Milligan Mine
2017
1,036
6,901
2,700
2,215
12,852
(a) Selling and marketing costs primarily comprise of freight charges associated with the Mount
2018
2,603
7,279
2,700
545
13,127
$
$
$
$
Milligan Mine and Langeloth processing facility.
21. Kyrgyz Republic Settlement
On September 11, 2017, the Company reached a comprehensive settlement agreement (“Strategic
Agreement”) with the Government of the Kyrgyz Republic to resolve all of the outstanding matters
affecting the Kumtor Project. The Company’s financial obligations as a result of signing the
Strategic Agreement are as follows:
-
a $50 million lump sum payment to a new Kyrgyz Republic government-administered
Nature Development Fund established for the purpose of financing environmental
conservation projects and nature preservation in the Kyrgyz Republic and lump sum
payments in the aggregate amount of $10 million ($7 million prior to closing plus $3
million within 12 months of closing) to a new, Kyrgyz Republic government-administered
Cancer Care Fund established for the purpose of funding cancer treatment, research,
support and outreach in the Kyrgyz Republic (the “Lump Sum Payments”).
- $2.7 million on-going annual payments to the Nature Development Fund.
CENTERRA GOLD INC. ANNUAL REPORT 2018106 -
a minimum of $6 million in annual contributions to Kumtor’s reclamation trust fund (note
16) until the fund reaches $69 million.
On October 18, 2017, the Company paid $7 million in relation to the Lump Sum Payments and as
at December 31, 2018, the provision remaining was $53 million.
The closing of the Strategic Agreement is subject to the satisfaction of certain conditions precedent
and the deadline for closing has been extended by mutual agreement of the parties to May 31,
2019.
Kyrgyz Republic Legal Proceedings
The Strategic Agreement provided a pathway to the resolution of substantially all outstanding
matters affecting the Kumtor Project. Among other things, the Strategic Agreement will settle
matters relating to decisions of the Bishkek Inter-District Court in the Kyrgyz Republic which
ruled against Kumtor Operating Company, Centerra’s wholly-owned subsidiary, on claims made
by the State Inspectorate Office for Environmental and Technical Safety of the Kyrgyz Republic.
Such court decisions were appealed by the Company and proceedings have been postponed
pending the closing of the Strategic Agreement. The court decisions awarded damages in relation
to claims which were still outstanding as at December 31, 2018 for:
i.
ii.
The placement of waste rock at the Kumtor waste dumps (6,698,878,290 Kyrgyz soms or
approximately $96.2 million);
Unrecorded wastes from Kumtor’s effluent and sewage treatment plants (663,839 Kyrgyz
soms or approximately $9,500);
iii.
Alleged land damage (161,840,109 Kyrgyz soms or approximately $2.3 million);
iv.
Failure to pay for water use (188,533,730 Kyrgyz soms or approximately $2.7 million).
In connection with the Strategic Agreement, the arbitration previously commenced by the
Company against the Government of the Kyrgyz Republic and Kyrgyzaltyn has been suspended
until May 31, 2019. Upon closing of the Strategic Agreement provides that the above noted Kyrgyz
Republic proceedings and the arbitration proceeding will be terminated and the parties will release
each other from further liability in respect such claims.
CENTERRA GOLD INC. ANNUAL REPORT 2018107 22. Finance costs
Interest expense
Deferred financing costs amortized
Commitment fees
Accretion of provision for reclamation
Other financing fees
23. Shareholders’ equity
a. Share capital
2018
15,750
6,525
1,441
3,444
3,072
30,232
$
$
2017
22,415
4,274
180
3,170
-
30,039
$
$
Centerra is authorized to issue an unlimited number of common shares, class A non-voting shares
and preference shares with no par value.
Balance at January 1, 2017
Shares issued on exercise of stock options
Shares issued on redemption of restricted share units
Balance at December 31, 2017
Shares issued on exercise of stock options
Shares issued on redemption of restricted share units
Shares issued under the employee share purchase plan
Balance at December 31, 2018
Number of
common
shares
291,276,068
480,008
26,770
291,782,846
63,860
15,633
137,610
291,999,949
Amount
944,633
3,313
175
948,121
445
76
686
949,328
$
$
$
CENTERRA GOLD INC. ANNUAL REPORT 2018108 b. Earnings per share
Basic and diluted earnings per share computation:
Net earnings - continuing operations
Net loss - discontinued operations (note 7)
Net earnings
Basic earnings per common share - continuing operations
Basic loss per common share - discontinued operations
Basic earnings per common share
Diluted earnings per common share - continuing operations
Diluted loss per common share - discontinued operations
Diluted earnings per common share
(Thousands of common shares)
Basic weighted average number of common shares outstanding
Effect of potentially dilutive securities:
Stock options
Restricted share units
Diluted weighted average number of common shares
outstanding
$
$
$
$
$
$
2018
113,470 $
(5,941)
107,529 $
2017
251,799
(42,266)
209,533
0.39
(0.02)
0.37
$
$
0.38
(0.02)
0.36
$
$
0.86
(0.15)
0.72
0.86
(0.14)
0.72
291,895
291,409
174
608
638
175
292,677
292,222
For the years ended December 31, 2018 and 2017, certain potentially anti-dilutive securities,
including stock options 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 period.
Anti-dilutive securities, excluded from the calculation, are summarized below:
(Thousands of units)
Stock options
2018
4,002
2017
1,030
CENTERRA GOLD INC. ANNUAL REPORT 2018109 c. Share-based compensation
The impact of share-based compensation as of and for the years ended December 31, 2018 and
2017 is summarized as follows:
Number
outstanding
Dec 31, 2018
(Millions of U.S. dollars except as indicated)
Expense (Reversal)
Liability
2018
2017 Dec 31, 2018 Dec 31, 2017
(i) Stock options
(ii) Performance share units
Deferred share units
(iii) Restricted share units
(i) Stock options
6,090,810 $
2,008,200
225,861
753,599
$
1.7 $
2.0
-
(0.3)
3.4 $
- $
-
1.0 $
4.8
0.3
1.0
4.8
0.9
3.2
7.1 $
8.9 $
6.2
1.3
1.6
9.1
Under the Company’s Stock Option plan, options to purchase common shares of the Company
may be granted to officers and employees. The exercise price of options granted under this plan
is not less than the weighted average common share price for the five trading days prior to the date
of grant. Options granted vest over three years and expire after eight years from the date granted.
Centerra’s stock options transactions during the year ended December 31, 2018 and 2017 were as
follows:
2018
2017
Weighted
Average
Exercise
Price (Cdn$)
8.03
Balance, January 1
7.56
Granted
(23.18)
Forfeited
(5.67)
Exercised (a)
Balance, December 31
7.81
(a) The weighted average market price of shares issued for options exercised in the year ended
Weighted
Average
Exercise
Price (Cdn$)
7.81
6.77
(9.33)
(6.36)
7.56
Number of
Options
5,363,755 $
77,374
(143,669)
(480,008)
4,817,452 $
Number of
Options
4,817,452 $
1,429,773
(11,534)
(144,881)
6,090,810 $
December 31, 2018 was Cdn$7.48 (year ended December 31, 2017 - Cdn$9.01).
The Black-Scholes model was used to estimate the fair value of stock options granted. The
following assumptions were used for the options granted in the years ended December 31 2018,
and 2017:
CENTERRA GOLD INC. ANNUAL REPORT 2018110
Grant date
March 6, 2018
March 6, 2018
Number of
Grant
Expected Share price Dividend Risk free Fair value
options
price (Cdn$)
life
volatility (a)
yield
rate
price (Cdn$)
1,419,856
9,917
6.77 3.3 years
6.75 3.3 years
52.54%
52.27%
0.00%
0.00%
1.90%
1.95%
2.62
2.43
Number of
Grant
Expected Share price Dividend Risk free Fair value
Grant date
options
price (Cdn$)
life
volatility (a)
yield
rate
price (Cdn$)
November 16, 2017
2.95
(a) Expected volatility is measured as the annualized daily standard deviation of share price
returns, based on the historical movement in the price of the Company’s common shares.
7.56 3.3 years
54.91%
77,374
1.56%
0.00%
As at December 31, 2018, there were 6,090,810 options outstanding to acquire common shares
with exercise prices ranging from Cdn$3.82 to Cdn$22.28 per share, and expiry dates ranging
between 2019 and 2026. There were 4,329,194 options vested as at December 31, 2018.
(ii) Performance Share Unit plan
Centerra’s Performance Share Unit plan transactions during the year ended December 31, 2018
and 2017 were as follows:
Number of units
Balance, January 1
Granted
Exercised
Cancelled
Balance, December 31
2018
2,222,380
730,436
(831,384)
(113,232)
2,008,200
2017
1,652,792
1,562,859
(820,794)
(172,477)
2,222,380
In determining the fair value of these units, the principal assumptions used in applying the Monte
Carlo simulated option pricing model were as follows:
Share price (Canadian dollars)
S&P/TSX Global Gold Index
Expected life (years)
Expected volatility- Centerra’s share price
Expected volatility- S&P/TSX Global Gold Index
Risk-free rate of return
Forfeiture rate
Weighted adjustment factor
$
$
$
$
2018
5.82
185.25
1.07
39.9 %
25.4 %
2.30 %
4.40 %
0.63
2017
6.44
227.16
1.41
42.0 %
31.0 %
1.93 %
4.16 %
0.72
CENTERRA GOLD INC. ANNUAL REPORT 2018111 The vested number of units outstanding as at December 31, 2018 are 785,128 (December 31, 2017
– 765,299). The December 31, 2018 Performance Share Unit liability balance of $4.8 million
includes $1.9 million attributable to vested units (December 31, 2017 – liability of $6.2 million,
of which $3.6 million was vested).
(iii) Restricted Share Unit plan
Centerra’s Restricted Share Unit plan transactions during the period were as follows:
Number of units
Balance, January 1
Granted
Redeemed
Balance, December 31
2018
289,648
575,686
(111,735)
753,599
2017
147,064
288,530
(145,946)
289,648
At December 31, 2018, the number of units outstanding had a related liability of $3.2 million
(December 31, 2017 - $1.6 million). Compensation recovery for the plan was $0.3 million for the
year ended December 31, 2018 (2017 - $1.0 million expense).
24. Commitments and contingencies
Commitments
(a) Contracts
As at December 31, 2018, the Company had entered into contracts to purchase capital equipment
and operational supplies totalling $157.3 million (Öksüt Project $80.6 million, Kumtor - $54.6
million, Mount Milligan - $13.8 million, Greenstone Gold Property - $0.1 million and Kemess -
$8.2 million). Öksüt Project commitments include $10.6 million of contracts that will be settled
over the next two to three years, while a majority of all other contracts are expected to be settled
over the next twelve months.
(b) Greenstone Partnership
As consideration for the Company’s initial 50% partnership interest in Greenstone Gold Mines
LP, the Company agreed to commit up to an additional Cdn$185 million to fund the project, subject
to certain feasibility and project advancement criteria. In the event that the project is put under
care and maintenance as a result of feasibility study or project criteria not being met, the Company
will be required to make contributions towards the costs associated with the care and maintenance
of the project for a period of two years or until the Cdn$185 million is spent (if such event occurs
first), after which time the partners would fund such costs on a pro rata basis. Any such costs will
form part of the Cdn$185 million development contributions commitment of the Company. As at
CENTERRA GOLD INC. ANNUAL REPORT 2018112 December 31, 2018, the Company has funded a total of Cdn$92.8 million ($71.3 million) of its
commitment since the inception of the partnership.
(c) Molybdenum purchases
In the normal course of operations, the Company enters into agreements for the purchase of
molybdenum. As of December 31, 2018, the Company had commitments to purchase
approximately 17.5 million pounds of molybdenum as unroasted molybdenum concentrate from
2019 to 2020 primarily priced at the time of purchase at a set discount to the market price for
roasted molybdenum concentrate.
(d) Leases
The Company enters into operating leases in the ordinary course of business, primarily for its
various offices and facilities around the world. Payments under these leases represent contractual
obligations as scheduled in each agreement. The significant operating lease payments, including
operating costs, are for its corporate offices and warehouse facilities in North America, which
amounted to $3.2 million in the year ended December 31, 2018, (year ended December 31, 2017
- $2.5 million). The future aggregate minimum lease payments for the non-cancellable operating
lease are as follows:
2018
2019
2020
2021
2022 to 2028
Contingencies
2018
-
761
596
417
1,797
3,571
$
2017
788
531
506
-
1,428
3,253
$
Various legal, tax and environmental matters are outstanding from time to time due to the nature
of the Company’s operations. While the final outcome with respect to actions outstanding or
pending at December 31, 2018 cannot be predicted with certainty, it is management’s opinion that
it is not, except as noted below, more likely than not that these actions will result in the outflow of
resources to settle the obligation; therefore no amounts have been accrued.
Endako Mine
In 2018, the Company initiated a review of its long-term water treatment options at the Endako
Mine, as a result of ongoing discussions concerning mine reclamation obligations among
regulatory and industry bodies in British Columbia. These discussions are ongoing but may result
CENTERRA GOLD INC. ANNUAL REPORT 2018113 in amended regulations in 2019. As a result, the Company expects to update its technical studies
and environmental studies for the Endako Mine in 2019, the result of which may require an
increase to Endako’s asset retirement obligation.
25. Related party transactions
a. Kyrgyzaltyn
Revenues from the Kumtor gold mine are subject to a management fee of $1.00 per ounce based
on sales volumes, payable to Kyrgyzaltyn, a shareholder of the Company and a state-owned entity
of the Kyrgyz Republic.
The table below summarizes the management fees paid and accrued by KGC to Kyrgyzaltyn and
the amounts paid and accrued by Kyrgyzaltyn to KGC according to the terms of a Restated Gold
and Silver Sale Agreement (“Sales Agreement”) between KGC, Kyrgyzaltyn and the Government
of the Kyrgyz Republic dated June 6, 2009.
The breakdown of the sales transactions and expenses with Kyrgyzaltyn are as follows:
Sales:
Gross gold and silver sales to Kyrgyzaltyn
Deduct: refinery and financing charges
Net sales revenue received from Kyrgyzaltyn
Expenses:
Contracting services provided by Kyrgyzaltyn
Management fees payable to Kyrgyzaltyn
Expenses paid to Kyrgyzaltyn
Related party balances
2018
2017
$
$
$
$
669,012
(4,809)
664,203
1,352
530
1,882
$
$
$
$
695,288
(4,364)
690,924
1,250
550
1,800
The assets and liabilities of the Company include the following amounts receivable from and
payable to Kyrgyzaltyn:
2017
20
Amounts receivable (a)
Amount payable
1,160
(a) Subsequent to December 31, 2018, the balance receivable from Kyrgyzaltyn was paid in full.
2018
234
1,199
$
$
$
$
Gold produced by the Kumtor Mine is purchased at the mine site by Kyrgyzaltyn for processing
at its refinery in the Kyrgyz Republic pursuant to the Sales Agreement. Amounts receivable from
CENTERRA GOLD INC. ANNUAL REPORT 2018114 Kyrgyzaltyn arise from the sale of gold to Kyrgyzaltyn. Kyrgyzaltyn is required to pay for gold
delivered within 12 days from the date of shipment. Default interest is accrued on any unpaid
balance after the permitted payment period of 12 days. The obligations of Kyrgyzaltyn are partially
secured by a pledge of 2,850,000 shares of Centerra owned by Kyrgyzaltyn.
b. Transactions with directors and key management
The Company transacts with key individuals from management and with its directors who have
authority and responsibility to plan, direct and control the activities of the Company. The nature
of these dealings were in the form of payments for services rendered in their capacity as directors
(director fees, including share-based payments) and as employees of the Company (salaries,
benefits and share-based payments).
Key management personnel are defined as the executive officers of the Company including the
President and Chief Executive Officer, Vice President and Chief Financial Officer, Vice President
and Chief Operating Officer, Vice President and General Counsel and Vice President Business
Development & Exploration.
During the years ended December 31, 2018 and 2017, remuneration to directors and key
management personnel were as follows:
Compensation of directors
Fees earned and other compensation
Share-based compensation
Total expense
Fees earned and other compensation
2018
1,246
945
2,191
$
$
2017
1,047
1,138
2,185
$
$
Represent fees earned by the non-executive chairman and the non-executive directors during the
financial year.
Share-based compensation
A portion of the directors’ compensation is in the form of participation in the Company’s share-
based payment plans (Deferred Share Unit plan and Restricted Share Unit plan) according to the
election of each of the directors.
CENTERRA GOLD INC. ANNUAL REPORT 2018115 Compensation of key management personnel
Compensation of key management personnel includes:
Salaries and benefits
Share-based compensation
Total expense
Salaries and benefits
2018
4,191
1,278
5,469
$
$
2017
5,460
2,599
8,059
$
$
Represent salary, supplementary executive retirement plan contributions, and benefits earned
during the year, plus cash bonuses awarded for the year.
Share-based compensation
A portion of the senior management’s compensation is in the form of participation in the
Company’s share-based payment plans (Stock Option plan, Restricted Share Unit plan and
Performance Share Unit plan).
26. Capital management
The Company’s primary objective with respect to its capital management is to provide returns for
shareholders by ensuring that it has sufficient cash resources to maintain its ongoing operations,
pursue and support growth opportunities, continue the development and exploration of its mineral
properties and satisfy debt repayment requirements and other obligations.
The Company manages its capital structure and makes adjustments in light of changes in its
economic and operating environment and the risk characteristics of the Company’s assets. For
effective capital management, the Company implemented a planning, budgeting and forecasting
processes to help determine the funds required to ensure the Company has the appropriate liquidity
to meet its operating and growth objectives. The Company ensures that there is access to sufficient
funds to meet its short-term business, operating and financing requirements, taking into account
its anticipated cash flows from operations and its holdings of cash and cash equivalents and short
term investments.
At December 31, 2018, the Company expects its capital resources and projected future cash flows
from operations to support its normal operating requirements on an ongoing basis.
The Company’s capital structure consists of short-term and long-term debt (net of cash and cash
equivalents, restricted cash and restricted short-term investments), lease obligations, and
CENTERRA GOLD INC. ANNUAL REPORT 2018116 shareholders’ equity, comprising issued common shares, contributed surplus, accumulated other
comprehensive income (“AOCI”), and retained earnings as shown below:
Shareholders' equity
Long-term debt
Short-term debt
Lease obligations
Less:
Restricted cash and restricted short-term investments
Cash and cash equivalents
Total invested capital
27. Financial Instruments
$
2018
2,148,031
179,266
5,000
4,229
2,336,526
$
2017
2,025,429
211,611
80,522
-
2,317,562
(27,505)
(151,705)
2,157,316
(687)
(415,891)
1,900,984
$
$
The Company’s financial instruments include cash and cash equivalents, short-term investments,
restricted cash and short-term investments, amounts receivable (including embedded derivatives),
derivative instruments, long-term receivables, tax receivables, accounts payable and accrued
liabilities (including amounts due to Royal Gold), debt, and revenue-based taxes payable.
Derivative Instruments
The Company uses derivative instruments as part of its risk management program to mitigate
exposures to various market risks including commodity prices, currency exchange rates and the
cost of fuel.
The Company designates the Strategic gold and copper contracts and Fuel hedge contracts as cash
flow hedging instruments. The effective portion of changes in the fair value of these derivatives is
recognized in other comprehensive income and accumulated in other comprehensive income
(“OCI”). Any ineffective portion of changes in the fair value of these derivatives is recognized
immediately in the Statements of Earnings. Amounts previously recognized in other
comprehensive income and accumulated in OCI are reclassified to the Statements of Earnings in
the periods when the hedged item is recognized in earnings. These amounts are included within
the same line of the Statements of Earnings as the hedged item.
The Company also uses a selection of derivative instruments that are effective in achieving its risk
management objectives, but are not designated under the hedge accounting criteria (“Royal Gold
deliverables”) and (“FX contracts”). Changes in fair value of these derivatives are recognized
immediately in the Statements of Earnings.
CENTERRA GOLD INC. ANNUAL REPORT 2018117 As of December 31, 2018, the Company had eight counterparties (December 31, 2017 – nine) to
its derivative positions. On an ongoing basis, the Company monitors its exposures and ensures that
the counterparties with which it holds outstanding contracts continue to meet the credit rating
requirements of the Company’s financial risk management policy.
Strategic gold, copper and fuel hedge contracts
The Company’s hedging strategy for which hedge accounting is applied consists of the following:
Strategic gold and copper contracts
The Company established a hedging strategy to manage cash flow streams by protecting against
declining copper or gold prices.
Fuel hedge contracts
In 2016, the Company established a diesel fuel price hedging strategy using derivative instruments
to manage the risk associated with changes in diesel fuel prices to the cost of operations at the
Kumtor Mine. The Company hedges its exposure with crude oil futures contracts, as the price of
diesel fuel closely correlates to the price of crude oil.
The Strategic gold and copper contract positions and Fuel hedge contract positions outstanding as
at December 31, 2018 are summarized as follows:
Instrument
Unit Average strike price Type
As at December 31,
2018
Total position(a)
Contract
Strategic gold and copper and
Fuel hedge contracts
Fuel
Fuel
Copper
Gold
Crude oil options Barrels
Zero-cost collars Barrels
Zero-cost collars
Pounds
Zero-cost collars Ounces
$63.00
$46/$59
$2.50/$3.28
$1,250/$1,368
Fixed
Fixed
Fixed
Fixed
72,000
23,000
12.6 million
36,799
(a) Positions to be settled in 2019
The following table is an analysis of the Strategic gold and copper contracts and Fuel hedge
contracts recorded in the Statements of Earnings:
CENTERRA GOLD INC. ANNUAL REPORT 2018118 Strategic gold, copper and fuel hedge contracts
Cash flow hedges - effective portion of changes in fair value $ 24,558
(9,620)
Cash flow hedges - reclassified to Statements of Earnings
Net unrealized gain (loss) included in AOCI, net of tax (a)
$ 14,938
$ (25,356)
11,213
$ (14,143)
2018
2017
Cash flow hedges - reclassified from AOCI
Gain (loss) recognized on derivatives (b)
Total gain (loss) included in Statements of Earnings
(a) Includes tax for the year ended December 31, 2018 and 2017 of nil.
(b) Represents the change in fair value of certain gold and copper derivative instruments which
were early settled or reclassified to the Statements of Earnings since they no longer qualify
for hedge accounting.
(11,213)
(2,120)
$ (13,333)
$ 9,620
(3,817)
$ 5,803
Royal Gold deliverables
The Company must satisfy its obligation under the streaming arrangement with Royal Gold by
delivering gold and copper to Royal Gold after receiving payment from third-party customers,
including offtakers and traders, which purchase concentrate from the Mount Milligan Mine
("MTM Customers"). 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 MTM Customers within two days of receiving a final payment. If the final payment
from a MTM Customer is not received within five months of the provisional payment date, then
the Company will deliver an estimated amount of gold ounces and copper warrants based on
information that is available from the MTM Customer at that time.
The Company receives payment from 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 that arises 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 quotational period and sells gold and copper at a spot price. These contracts are treated as
derivatives 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.
FX contracts
Currency contracts are used to mitigate the variability of non-US dollar denominated exposures
and do not meet the strict hedge effectiveness criteria.
CENTERRA GOLD INC. ANNUAL REPORT 2018119 The Royal Gold deliverables and FX contracts outstanding as at December 31, 2018 are
summarized as follows:
Contract
Royal Gold deliverables
Instrument
Unit Average strike price Type
As at December 31,
2018
Total position (b)
Gold
Copper
Forward contracts Ounces
Forward contracts Pounds
(a)
(a)
Float
Float
30,360
2.5 million
(a) Royal Gold hedging program with a market price determined on closing of the contract
(b) Positions to be settled in 2019
The following table is an analysis of the Royal Gold deliverables and FX contracts recorded in the
Statements of Earnings:
Royal Gold deliverables and FX contracts
Total (loss) gain on gold and copper derivatives included in
revenue
Total (loss) gain on FX contracts included in other income,
net
$
$
(1,522)
(2,122)
$
$
4,063
1,562
2018
2017
Provisionally-priced contracts
Certain copper-gold concentrate sales contracts provide for provisional pricing. These sales
contain an embedded derivative related to the provisional pricing mechanism and are marked to
market at the end of each reporting period. As at December 31, 2018, the Company’s trade
receivables with embedded derivatives had a fair value of $21.5 million (December 31, 2017 -
$20.9 million), representing 23.3 million pounds of copper and 77,032 ounces of gold (December
31, 2017 – 17.6 million pounds of copper and 78,578 ounces of gold).
The following table is a sensitivity analysis of the impact on the Statements of Earnings of an
increase or a decrease of 10% of the price of the derivative instrument:
CENTERRA GOLD INC. ANNUAL REPORT 2018120 Sensitivity table
Fuel contracts
Gold (Strategic)
Copper (Strategic)
Gold and Copper (Royal Gold
Deliverables)
Fair value measurement
$
Fair value as at
December 31, 2018
102
49
296
$
Increase of
10%
192
(1,554)
-
$
Decrease of
10%
(129)
3,552
817
532
5,113
(4,048)
All financial instruments measured at fair value are categorized into one of three hierarchy levels
for which the financial instruments must be grouped based on whether the inputs to those valuation
techniques are observable or unobservable. Observable inputs reflect market data obtained from
independent sources, while unobservable inputs reflect the Company’s assumptions. These two
types of inputs create the following fair value hierarchy:
Level 1: observable inputs such as quoted prices in active markets;
Level 2: inputs, other than the quoted market prices in active markets, which are observable,
either directly and/or indirectly; and
Level 3: unobservable inputs for the asset or liability in which little or no market data exists,
which therefore require an entity to develop its own assumptions.
Classification and the fair value measurement by level of the financial assets and liabilities in the
Statements of Financial Position were as follows:
CENTERRA GOLD INC. ANNUAL REPORT 2018121 December 31, 2018
Financial assets
Cash and cash equivalents
Restricted cash
Amounts receivable
Provisionally-priced receivables - Level 2
Taxes receivable
Derivative assets - Level 2
Financial liabilities
Trade creditors and accruals
Lease obligations
Debt
Derivative liabilities - Level 2
December 31, 2017
Financial assets
Cash and cash equivalents
Restricted cash
Amounts receivable
Provisionally-priced receivables - Level 2
Taxes receivable
Long-term receivables
Derivative assets - Level 2
Financial liabilities
Trade creditors and accruals
Amount due to Royal Gold - Level 2
Lease obligations
Debt
Revenue-based taxes payable
Derivative liabilities - Level 2
$
$
$
$
$
$
$
Amortized
cost
At fair value
through earnings
At fair value
through OCI
151,705 $
27,505
41,759
-
21,302
-
242,271 $
121,973 $
5,026
184,266
-
311,265 $
- $
-
-
17,799
-
1,081
18,880 $
- $
-
-
101
101 $
-
-
-
-
-
-
-
-
-
-
-
-
Amortized
cost
At fair value
through earnings
At fair value
through OCI
415,891 $
687
43,012
-
21,302
2,649
-
483,541 $
122,101 $
-
31,986
260,147
15,953
-
$
430,187 $
- $
-
-
20,890
-
-
1,055
21,945 $
- $
50,650
-
-
-
187
50,837 $
-
-
-
-
-
-
1,453
1,453
-
-
-
-
-
23,143
23,143
CENTERRA GOLD INC. ANNUAL REPORT 2018122 The recorded value of restricted short-term investments, amounts receivable, taxes receivable,
long-term receivables, accounts payable and accrued liabilities, lease obligation, debt and revenue-
based taxes payable approximate their relative fair values.
The fair value of gold, copper, diesel and currency derivative instruments, classified within Level
2, is 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.
Forward commodity contracts and provisionally priced contracts, are classified within Level 2
because they are valued using a market-based-approach, other than observable quoted prices
included within Level 1, other inputs from published market prices and contracted prices and
terms.
28. Financial risk exposure and risk management
The Company is exposed in varying degrees to certain financial risks by virtue of its activities.
The overall financial risk management program focuses on preservation of capital, and protecting
current and future Company assets and cash flows by reducing exposure to risks posed by the
uncertainties and volatilities of financial markets.
The Board of Directors has a responsibility to ensure that an adequate financial risk management
policy is established. Financial risk management is carried out by the Company’s treasury
department in accordance with the Board of Directors’ approved policy. The treasury department
identifies and evaluates financial risks, establishes controls and procedures to ensure financial risks
are mitigated in accordance with the approved policy and programs, and that risk management
activities comply thereto.
The Company’s Audit Committee oversees management’s compliance with the Company’s
financial risk management policy, approves financial risk management programs, and receives and
reviews reports on management compliance with the policy and programs. The internal audit
department assists in undertaking its oversight of financial risk management controls and
procedures, the results of which are reported to the Audit Committee.
The Company is exposed to the following types of risk and manages them as follows:
a. Currency risk
The Company’s operations are located in various geographic locations, exposing the Company to
potential foreign exchange risk in its financial position and cash flows. As the Company operates
in an international environment, some of the Company’s financial instruments and transactions
are denominated in currencies other than the U.S. dollar. The operating results and financial
position of the Company are reported in U.S. dollars in the Company’s consolidated financial
CENTERRA GOLD INC. ANNUAL REPORT 2018123 statements. The fluctuation of the U.S. dollar in relation to other currencies will consequently
have an impact upon the profitability of the Company and may also affect the value of the
Company’s assets.
To mitigate this risk, the Company makes purchases in foreign currencies at the prevailing spot
price to fund corporate activities or enters into short-term forward contracts or zero-cost collar
contracts to purchase foreign currencies. During the year ended December 31, 2018, total
Canadian dollars and Euros purchased were Cdn$541 million and €19 million, respectively, (year
ended December 31, 2017 - Cdn$521.0 million and €23.9 million), including executed forward
contracts of nil (year ended December 31, 2017 - Cdn$56.6 million) and exercised zero-cost collar
contracts of Cdn$67 million (year ended December 31, 2017 - Cdn$14.0).
The exposure of the Company’s monetary assets and liabilities to currency risk is as follows:
December 31, 2018
Financial Assets
Cash and cash equivalents
Restricted cash
Amounts receivable
Other assets
Financial Liabilities
Accounts payable and accrued liabilities
Taxes payable
Other liabilities
December 31, 2017
Financial Assets
Cash and cash equivalents
Restricted cash
Amounts receivable
Other assets
Financial Liabilities
Accounts payable and accrued liabilities
Taxes payable
Other liabilities
$
$
$
$
$
$
$
$
Kyrgyz Mongolian Canadian European Turkish
Dollar
Tugrik
Euro
Lira
Som
Other
1,650 $
-
260
-
1,910 $
7,943 $
4
47
7,994 $
- $
-
-
-
- $
- $
-
-
- $
7,381 $
383
2,143
(41)
9,866 $
306 $
-
1
-
307 $
603 $
1,920
5,944
49
8,516 $
61,227 $
890
11
62,128 $
1,204 $
-
-
1,204 $
578 $
(23)
-
555 $
14
-
25
-
39
132
8
-
140
Kyrgyz Mongolian Canadian European Turkish
Dollar
Tugrik
Euro
Lira
Som
295 $
-
152
-
447 $
204 $ 155,734 $
-
288
-
301
2,355
73
492 $ 158,463 $
1,289 $
-
2
-
1,291 $
63 $
-
2,080
16
2,159 $
12,426 $
6
91
12,523 $
421 $
72
-
493 $
47,846 $
1,376
6,932
56,154 $
1,298 $
1,050
-
2,348 $
330 $
79
-
409 $
Other
22
-
33
-
55
657
9
-
666
CENTERRA GOLD INC. ANNUAL REPORT 2018124 Based on the above net exposures at December 31, 2018, a 10% devaluation or appreciation of the
above currencies against the U.S. dollar, with all other variables held constant would have led to
additional income or loss before tax of 5.1 million (December 31, 2017 - $9.0 million).
b. Interest rate risk
Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations
in interest rates.
Financial assets and financial liabilities with variable interest rates expose the Company to risk of
changes in cash flows. The Company’s cash and cash equivalents include highly liquid
investments that earn interest at market rates. As at December 31, 2018, the majority of the $179.2
million in cash and cash equivalents and current and non-current restricted cash and short-term
investments (December 31, 2017 - $416.6 million) were comprised of interest-bearing assets.
Based on amounts as at December 31, 2018, a 100 basis point change in interest rates would result
in a $1.8 million adjustment to interest income (December 31, 2017 - $4.2 million).
Additionally, the interest rates on $188.5 million of debt and lease obligations include a variable
rate component referenced to LIBOR (December 31, 2017 - $292.1 million). Based on the amount
drawn as at December 31, 2018, a 100 basis point change in LIBOR would result in a $2.0 million
adjustment to interest expenses (December 31, 2017 - $3.0 million).
The Company’s policy limits the investment of excess funds to liquid term deposits, treasury bills,
banker’s acceptances, bearer’s deposit notes and corporate direct credit having a single “A” rating
or greater.
c. Credit risk
Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligation. Credit risk arises principally from the
Company’s receivables from customers and on cash and cash equivalents and short-term
investments and restricted cash and short-term investments.
The Company’s exposure to credit risk, in respect of gold sales, is influenced mainly by the
individual characteristics of each customer. Kyrgyzaltyn is the sole customer of gold doré from
the Kumtor Mine and is a shareholder of Centerra. Gold and copper concentrate from Mount
Milligan are sold to four multi-national off-takers with limited credit risk.
To partially mitigate exposure to potential credit risk related to Kumtor sales, the Company has an
agreement in place whereby Kyrgyzaltyn has pledged 2,850,000 Centerra common shares it owns
as security against unsettled gold shipments, in the event of default on payment (note 25).
Based on movements in Centerra’s share price and the value of individual or unsettled gold
CENTERRA GOLD INC. ANNUAL REPORT 2018125 shipments over the course of 2018, the maximum exposure during the year, reflecting the shortfall
in the value of the security as compared to the value of any unsettled shipments, was approximately
$109.7 million (year ended December 31, 2017 - $86.6 million).
Mount Milligan and Langeloth manage their credit risk from accounts receivable through their
collection activities. Mount Milligan’s collection risk is further reduced by the nature of the
concentrate sales contracts, as they are structured for the Company to collect 90% of the
provisional sales price upon shipment. As of December 31, 2018, Mount Milligan’s trade
receivables included three multi-national customers with a combined balance owing of $25.5
million, representing 100% of the mine’s trade receivables (December 31, 2017 - two multi-
national customer with a balance owing of $25.0 million representing 73% of the mine’s trade
receivables). In accordance with IFRS 9, Langeloth’s receivables are provided for based on
lifetime expected credit losses, which are established by considering historical credit loss
experience with each customer.
The Company manages counterparty credit risk, in respect of short-term investments, by
maintaining bank accounts with highly-rated U.S. and Canadian banks and investing only in
highly-rated Canadian and U.S. Government bills, term deposits or banker’s acceptances with
highly-rated financial institutions and corporate direct credit issues that can be promptly liquidated.
As at December 31, 2018, the Company’s short-term investments are maintained with Canadian
Schedule I banks with a minimum of an A1/P1 rating.
d. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they
fall due. The Company finances its operations through a combination of operating cash flows,
short and long-term debt and, from to time, through the issuance of equity. The Company primarily
uses funds generated from operating activities to fund operational expenses, sustaining and
development capital spending, and interest and principal payments on its loans and borrowings.
The Company continuously monitors and reviews its actual and forecasted cash flows and manages
liquidity risk by maintaining adequate cash and cash equivalents, by utilizing debt and by
monitoring developments in the capital markets.
As at December 31, 2018, cash and cash equivalents were $151.7 million compared to $415.9
million at December 31, 2017. In addition, the Company has $489.3 million in undrawn borrowing
facilities available at December 31, 2018.
The Company believes its cash on hand, available cash from the Company’s existing credit
facilities, and cash flow from the Company’s operations will be sufficient to fund its anticipated
operating cash requirements and development expenditures through to the end of 2019.
A maturity analysis of the Company’s financial liabilities, contractual obligations, other fixed
operating and capital commitments, excluding asset retirement obligations, is set out below:
CENTERRA GOLD INC. ANNUAL REPORT 2018126 Year ended December 31, 2018
(Millions of U.S. Dollars)
Total
Due In
Due In Due In
Due
Less Than One to Four to After
Three
Five
Five
Years Years Years
One
Year
Accounts payable and accrued liabilities
Debt
Reclamation trust fund
Capital equipment
Operational supplies
Project development
Equipment leases (principal and interest)
Lease of premises
Derivative liability
Total contractual obligations
$ 173.8 $
192.7
38.2
0.7
67.6
88.9
5.6
3.6
0.1
$ 571.2 $
173.8 $
5.0
6.0
0.7
67.6
78.3
3.9
0.8
0.1
336.2 $
- $
- $
27.0
18.0
-
-
10.6
1.5
1.0
-
111.0
12.0
-
-
-
0.2
0.9
-
58.1 $ 124.1 $
-
49.7
2.2
-
-
-
-
0.9
-
52.8
Year ended December 31, 2017
(Millions of U.S. Dollars)
Total
Due In
Due In Due In
Due
Less Than One to Four to After
Three
Five
Five
Years Years Years
One
Year
- $
- $
-
Accounts payable and accrued liabilities
Debt
Reclamation trust fund
Capital equipment
Operational supplies
Project development
Deferred vendor payables
Equipment Promissory Note (principal and
$ 181.8 $
266.0
42.6
4.4
48.4
49.9
6.9
181.8 $
50.0
6.0
4.4
48.4
22.0
6.9
100.0
18.0
-
-
27.9
-
116.0
12.0
-
-
-
-
interest)
Lease of premises
Derivative liability
Total contractual obligations
34.1
3.2
23.3
$ 660.6 $
-
34.1
1.0
0.8
7.3
16.0
370.4 $ 154.2 $ 128.7 $
-
0.7
-
6.6
-
-
-
-
-
0.7
-
7.3
CENTERRA GOLD INC. ANNUAL REPORT 2018127 e. Commodity price risk
The profitability of the Company’s operations and mineral resource properties relates primarily to
the market price and outlook of gold and copper. Adverse changes in the price of certain raw
materials can also significantly affect the Company’s cash flows.
Gold and copper prices historically have fluctuated widely and are affected by numerous factors
outside of the Company's control, including, but not limited to, industrial, residential and retail
demand, forward sales by producers and speculators, levels of worldwide production, short-term
changes in supply and demand due to speculative or hedging activities, macro-economic variables,
geopolitical events and certain other factors related specifically to gold (including central bank
reserves management).
Provisional pricing mechanisms embedded within the Company’s Mount Milligan sales contracts
have the character of a commodity derivative and are carried at fair value as part of accounts
receivable. As at December 31, 2018, the Company’s trade receivable balance included six
provisionally priced shipments with a combined carrying value of $17.8 million (December 31,
2017 – four provisionally priced shipments with a combined carrying value of $20.9 million). A
10% change in the forward copper and gold prices used to fair value this receivable would have a
$5.7 million impact on the receivable and related revenue recorded at December 31, 2018
(December 31, 2017 - $14.8 million). Additionally, as a result of the Royal Gold stream, when a
gold and copper concentrate receivable is recorded, a corresponding provisionally priced liability
to Royal Gold is generated. As at December 31, 2018, $42.9 million is owed to Royal Gold
(December 31, 2017 - $50.7 million). A 10% change in the forward copper and gold prices used
to fair value this liability would have a $6.0 million impact on the payable and related revenue
recorded at December 31, 2018 (December 31, 2017 - $6.9 million).
To the extent that the price of gold and copper increase over time, the fair value of the Company’s
mineral assets increases and cash flows will improve; conversely, declines in the price of gold will
reduce the fair value of mineral assets and cash flows. A protracted period of depressed prices
could impair the Company’s operations and development opportunities, and significantly erode
shareholder value. To the extent there are adverse changes to the price of certain raw materials
(e.g. diesel fuel), the Company’s profitability and cash flows may be impacted.
The Company enters into hedging arrangements to mitigate commodity price risk (see note 27).
CENTERRA GOLD INC. ANNUAL REPORT 2018128 29. Supplemental disclosure
a. Changes in operating working capital
Decrease (increase) in amounts receivable
(Increase) decrease in inventory - ore and metals
Increase in inventory - supplies
Increase in prepaid expenses
(Decrease) increase in trade creditors and accruals
Decrease in revenue-based tax payable
Increase (decrease) in depreciation and amortization included
$
in inventory (note 11)
Increase in accruals included in additions to PP&E
Decrease in other taxes payable
Change in operating working capital of continuing
operations
Change in operating working capital of discontinued
operations
$
2018
5,882
(90,353)
(5,607)
(9,326)
(15,814)
(14,999)
14,302
(3,503)
(755)
2017
(14,600)
39,504
(7,078)
(2,451)
45,266
(3,249)
(69,644)
(340)
(900)
$
(120,173)
$
(13,492)
1,076
1,604
Net changes in operating working capital of continuing
operations
$
(119,097)
$
(11,888)
b. Investment in PP&E
Additions to PP&E during the period (note 11)
Greenstone Gold Property translation adjustment
Capitalized parts
Impact of revisions to asset retirement obligation included in
PP&E
Depreciation and amortization included in additions to PP&E
(note 11)
Capitalization of OMAS financing costs
Leased assets
Increase in accruals related to additions to PP&E
Additions to PP&E recognized as discontinued operations
$
2018
(344,343)
(3,140)
18,616
$
2017
(334,146)
2,530
6,769
10,805
5,153
35,104
1,958
5,690
3,480
-
(271,830)
$
$
51,056
1,444
-
340
1,984
(264,870)
CENTERRA GOLD INC. ANNUAL REPORT 2018129 c) Changes in liabilities arising from financing activities
Balance at January 1, 2018
Changes due to:
Debt repayments and interest payments
Debt drawdowns
Financing costs incurred
Financing costs reclassified from prepaid expense
Amortization of deferred financing costs
Interest expense
Capitalized financing costs and other (c)
Balance at December 31, 2018
Debt(a)
292,133
(501,069)
395,737
(4,474)
(5,640)
6,525
-
1,054
184,266
Interest
payable(b)
1,551
(20,756)
-
-
-
-
15,750
4,048
593
4,783
497,118
Balance at January 1, 2017
Changes due to:
Debt repayments and interest payments
Financing costs deferred
Amortization of deferred financing costs
Interest expense
Capitalized financing costs and other (c)
Balance at December 31, 2017
(a) Includes short term debt ($5,000) and long term debt ($179,266). Refer to note 14.
(b) Included within "Accounts payable and accrued liabilities".
(c) Includes costs associated with the OMAS Facility which have been capitalized and other
(208,363)
(896)
4,274
-
-
292,133
(27,407)
-
-
22,415
1,760
1,551
financing costs recognized in the Statements of Earnings.
30. Segmented Information
In accordance with IFRS 8, Operating Segments, the Company’s operations are segmented on a
regional basis and are reported in a manner consistent with the internal reporting provided to the
chief operating decision-maker (“CODM”). The Chief Executive Officer has authority for resource
allocation and assessment of the Company’s performance and is therefore the CODM. Information
presented in the table below is shown at the level at which it is reviewed by the CODM in his
decision making process.
The Company manages its reportable operating segments by a combination of geographic location
and products. The Kyrgyz Republic segment includes the operations of the Kumtor Gold Project.
The Turkish segment represents the development of the Öksüt Project. The North America Gold-
CENTERRA GOLD INC. ANNUAL REPORT 2018130 Copper segment represents the operations of the Mount Milligan Mine. The North America
Molybdenum segment includes the operations of the Langeloth processing facility and care and
maintenance activities of the Endako and Thompson Creek Mines. The Corporate and other
segment include the head office located in Toronto, the corporate office located in Denver,
Colorado, the Greenstone Gold Property, the Kemess Project and other international exploration
projects. The segments’ accounting policies are consistent with those described in note 3.
Segment Revenues and Results
The following table reconciles segment operating profit to the consolidated operating profit in the
Statements of Earnings:
CENTERRA GOLD INC. ANNUAL REPORT 2018131 Geographical Information
The following table details the Company’s revenue by the location of the customers and
information about the Company’s non-current assets by location of the assets.
Revenue
Year ended December 31,
2017
685.2 $
284.8
123.9
59.3
32.1
3.6
-
-
10.1
1,199.0 $
2018
660.1 $
166.0
179.0
59.8
45.3
3.6
14.7
-
0.8
1,129.3 $
$
$
Non-current assets
As at December 31,
2017
2018
621.9
616.3 $
-
112.1
-
-
937.9
-
31.8
56.5
1,760.2
-
107.9
-
-
1,136.8
-
92.5
39.2
1,992.7 $
(Millions of U.S. Dollars)
Kyrgyz Republic
South Korea
United States
Japan
China
Canada
Netherlands
Turkey
Other
Total
Customer information
The following table presents sales to individual customers exceeding 10% of annual sales for the
years ended December 31, 2018 and 2017. The following three customers represent 75% (2017 –
77%) of the Company’s sales revenue:
(Millions of U.S. Dollars)
Customer Reporting segment
1
2
3
Kyrgyz Republic
Asia - Gold-Copper
Asia - Gold-Copper
$
Total sales to customers exceeding 10% of annual sales
$
2018
660.1
77.3
109.6
847.0
$
$
2017
685.2
118.3
115.5
919.0
CENTERRA GOLD INC. ANNUAL REPORT 2018134 392_FINAL CENTERRA to pre-press_March 18.qxp_Centerra 2019-03-25 7:20 PM Page 8
CORPORATE INFORMATION
DIRECTORS
Stephen A. Lang
Chair
Bruce V. Walter
Vice-Chair
Sheryl K. Pressler
Independent Lead Director
Richard W. Connor
Eduard D. Kubatov
Askar Oskombaev
Michael S. Parrett
Jacques Perron
Scott G. Perry
Bektur Sagynov
Susan L. Yurkovich
CENTERRA GOLD INC. Annual Report 2018
OFFICERS AND MANAGEMENT
MANAGEMENT
Scott G. Perry
President and
Chief Executive Officer
Darren J. Millman
Vice President and
Chief Financial Officer
Gordon D. Reid
Vice President and
Chief Operating Officer
Dennis C. Kwong
Vice President,
Business Development
and Exploration
Yousef Rehman
Vice President, General Counsel
and Corporate Secretary
Picklu Datta
Vice President, Finance & Treasurer
Cam Duquette
Vice President, Health and Safety
John Fitzgerald
Vice President, Capital Projects
& Technical Services
John W. Pearson
Vice President, Investor Relations
Claude Plourde
Vice President, Controller
Geoff Ramey
Vice President, Human Resources
and HR Systems
Kevin D’Souza
Vice President, Security,
Sustainability and Environment
Mark A. Wilson
President,
Base Metals Division
Daniel R. Desjardins
President,
Kumtor Gold Company
Greg Herbert
Site Manager,
Endako Mine
Jim Kopp
Site Manager,
Thompson Creek Mine
Joe Marks
Acting General Manager,
Mount Milligan Mine
Sean Masse
Project Manager,
Kemess Mine
Tom Ondrejko
General Manager,
Langeloth Metallurgical Company
Alper Sezener
General Manager,
Öksüt Madencilik A.S.
392_FINAL CENTERRA to pre-press_March 18.qxp_Centerra 2019-03-25 7:20 PM Page 9
TRANSFER AGENT
AUDITORS
For information on common share
holdings, lost share certificates and
address changes, contact:
AST Trust Company (Canada)
P.O. Box 700
Station B
Montreal, QC
Canada H3B 3K3
North America phone toll free:
1.800.387.0825 or
416.682.3860
Fax: 1.888.249.6189
Email:
inquiries@astfinancial.com
KPMG LLP
Suite 4600
Bay Adelaide Centre
333 Bay Street
Suite 4600
Toronto, Ontario
Canada M5H 2S5
STOCK EXCHANGE LISTING
Toronto Stock Exchange
Symbol: CG
INVESTOR RELATIONS CONTACT
John W. Pearson
Vice President Investor Relations
investor@centerragold.com
CORPORATE HEADQUARTERS
Suite 1500
1 University Avenue
Toronto, Ontario
Canada M5J 2P1
T 416.204.1953
F 416.204.1954
www.centerragold.com
CENTERRA GOLD INC. Annual Report 2018
Printed in Canada
392_FINAL CENTERRA to pre-press_March 18.qxp_Centerra 2019-03-25 7:20 PM Page 10
CENTERRA GOLD INC.
Suite 1500
1 University Avenue
Toronto, Ontario
Canada M5J 2P1
T 416.204.1953
F 416.204.1954
www.centerragold.com