Centerra Gold Files Early Warning Report in Respect of Azimut Exploration Inc.

Centerra Gold (NYSE:CGAU, TSX:CG) has filed an early warning report after acquiring 4,038,647 common shares of Azimut Exploration in a non-brokered private placement at C$0.60 per share, for total consideration of C$2,423,188.20.

Rhea-AI Summary

Centerra Gold (NYSE:CGAU, TSX:CG) has filed an early warning report after acquiring 4,038,647 common shares of Azimut Exploration in a non-brokered private placement at C$0.60 per share, for total consideration of C$2,423,188.20.

Centerra’s ownership in Azimut increased from approximately 9.84% (9,935,000 shares) to approximately 12.67% (13,973,647 shares). An amended investor rights agreement entitles Centerra, subject to maintaining certain ownership thresholds, to participate in future Azimut equity issuances and top up its holdings to maintain its pro rata interest, up to a 15% ownership level.

Positive

• Azimut stake increases to 12.67% via C$2.42M private placement
• Total Azimut holdings rise to 13,973,647 shares from 9,935,000
• Investor rights allow pro rata participation in future issuances up to 15%

Negative

• None.

Argus Aug 20 session 6 alerts

+3.94% close to close 1.2x rel. volume Open Argus

Details

Market move: CGAU +3.94% in the Aug 20 session. private placement investment

$4.61B Market Cap

On Aug 20, the day this news came out, CGAU closed 3.94% above the previous close. Our momentum scanner recorded 6 alerts for this stock that day.

Data tracked by StockTitan Argus for the Aug 20 session.

Key Figures

Shares acquired: 4,038,647 shares Purchase price: C$0.60 per share Total consideration: C$2,423,188.20 +5 more

Shares acquired

4,038,647 shares

Non-brokered private placement

Purchase price

C$0.60 per share

Transaction price

Total consideration

C$2,423,188.20

Transaction consideration

Prior ownership

9,935,000 shares

Before the transaction

Prior ownership percentage

9.84%

Before the transaction

Post-transaction ownership

13,973,647 shares

Following transaction completion

Post-transaction ownership percentage

12.67%

Following transaction completion

Top-up ownership limit

15% ownership interest

Maximum under amended investor rights agreement

Historical Context

5 past events · Latest: Jul 28

5 events

1. Jul 28

   Quarterly dividend

   24h Move

   +6.0%

   Declared C$0.07 quarterly dividend with September 2, 2026 payment date

2. Jul 28

   2Q26 earnings report

   24h Move

   +6.0%

   Reported stronger results and increased 2026 Öksüt production guidance

3. Jul 15

   Credit facility expansion

   24h Move

   -3.0%

   Expanded undrawn revolving facility to US$600 million through 2030

4. Jun 26

   Results scheduling notice

   24h Move

   +2.4%

   Scheduled release and conference call for second-quarter 2026 results

5. May 13

   Sustainability report

   24h Move

   -2.4%

   Published 2025 sustainability metrics covering emissions and community investment

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

early warning report, non-brokered private placement, investor rights agreement, dilutive issuances

4 terms

early warning report regulatory

"Files Early Warning Report in Respect of Azimut Exploration Inc."

An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.

non-brokered private placement financial

"pursuant to a non-brokered private placement, at a price of C$0.60 per Share"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

investor rights agreement financial

"Centerra and Azimut are party to an investor rights agreement dated May 16, 2025"

A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.

dilutive issuances financial

"in connection with certain dilutive issuances in order to maintain its pro rata ownership"

Dilutive issuances are when a company creates and sells additional shares or securities that can turn into shares, which increases the total number of shares outstanding and reduces each existing shareholder’s ownership percentage—like cutting a pizza into more slices so each slice becomes smaller. Investors care because dilution can lower earnings per share and voting power and may press down the stock price, so they watch why management is issuing new shares and whether the proceeds will boost long-term value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TORONTO, Aug. 20, 2026 (GLOBE NEWSWIRE) -- Centerra Gold Inc. (“Centerra” or the “Company”) (TSX: CG) (NYSE: CGAU) announces that it has acquired 4,038,647 common shares (“Shares”) of Azimut Exploration Inc. (“Azimut”) pursuant to a non-brokered private placement, at a price of C$0.60 per Share for total consideration of C$2,423,188.20 (the “Transaction”).

Prior to the Transaction, Centerra beneficially owned, or exercised control or direction over 9,935,000 Shares, representing approximately 9.84% of the issued and outstanding Shares. Following completion of the Transaction, Centerra beneficially owns, or exercises control or direction over, an aggregate of 13,973,647 Shares, representing approximately 12.67% of the issued and outstanding Shares.

Centerra and Azimut are party to an investor rights agreement dated May 16, 2025, pursuant to which Centerra is entitled to participate in certain equity offerings of Azimut. In connection with the Transaction, the investor rights agreement was amended such that, subject to Centerra maintaining certain ownership thresholds, Centerra has the right to participate in future equity issuances by Azimut and to top up its holdings in connection with certain dilutive issuances in order to maintain its pro rata ownership interest in Azimut, up to a 15% ownership interest at such time.

Centerra acquired the Shares for investment purposes. Depending on market conditions, strategic priorities and other factors, Centerra may, from time to time, acquire additional Shares or other securities of Azimut, or dispose of some or all of the Shares or other securities of Azimut that it owns at such time.

A copy of the early warning report filed by Centerra in accordance with applicable Canadian securities laws will be available under Azimut’s issuer profile on SEDAR+ at www.sedarplus.ca. To obtain a copy of the early warning report, please contact:

Investor Relations
Centerra Gold Inc.
1 University Ave, Suite 1800
Toronto, Ontario M5J 2P1
Telephone: 416-204-1953
Email: investor@centerragold.com

Centerra Gold’s head office is located at 1 University Avenue, Suite 1800, Toronto, Ontario M5J 2P1. Azimut’s head office is located at 110 De La Barre Street, Suite 224, Longueuil, Quebec J4K 1A3.

About Centerra Gold

Centerra Gold Inc. is a Canadian-based gold mining company focused on operating, developing, exploring and acquiring gold and copper properties in North America, Türkiye, and other markets worldwide. Centerra operates two mines: the Mount Milligan Mine in British Columbia, Canada, and the Öksüt Mine in Türkiye. The Company also owns the Kemess Project in British Columbia, Canada, the Goldfield Project in Nevada, United States, and owns and operates the Molybdenum Business Unit in the United States and Canada. Centerra’s shares trade on the Toronto Stock Exchange (“TSX”) under the symbol CG and on the New York Stock Exchange (“NYSE”) under the symbol CGAU. The Company is based in Toronto, Ontario, Canada.

For more information:

Lisa Wilkinson
Vice President, Investor Relations & Corporate Communications
(416) 204-3780
Lisa.Wilkinson@centerragold.com

Additional information on Centerra is available on the Company’s website at www.centerragold.com, on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Centerra Gold (NYSE:CGAU) announce about its Azimut Exploration stake on August 20, 2026?

Centerra Gold announced it increased its stake in Azimut Exploration through a non-brokered private placement. According to Centerra Gold, it bought 4,038,647 shares at C$0.60 per share, raising its ownership to about 12.67% of Azimut’s issued and outstanding shares.

How many Azimut Exploration shares does Centerra Gold (CGAU) now own after the August 2026 transaction?

Centerra Gold now beneficially owns or controls 13,973,647 Azimut shares. According to Centerra Gold, this is up from 9,935,000 shares before the transaction, increasing its ownership from approximately 9.84% to approximately 12.67% of Azimut’s issued and outstanding common shares.

What was the value and price per share of Centerra Gold’s August 2026 Azimut private placement?

Centerra Gold purchased 4,038,647 Azimut shares at C$0.60 per share, for total consideration of C$2,423,188.20. According to Centerra Gold, this acquisition was completed through a non-brokered private placement and triggered the requirement to file an early warning report in Canada.

What investor rights does Centerra Gold (CGAU) have in Azimut after amending the May 16, 2025 agreement?

Centerra Gold has rights to participate in future Azimut equity issuances and to top up its holdings in certain dilutive events. According to Centerra Gold, these rights allow it to maintain its pro rata ownership interest, up to a 15% ownership level, subject to ownership thresholds.

Why did Centerra Gold acquire additional Azimut Exploration shares, and could it change its position?

Centerra Gold acquired the additional Azimut shares for investment purposes. According to Centerra Gold, it may acquire more Azimut securities or dispose of some or all of its current holdings over time, depending on market conditions, strategic priorities, and other factors.

Where can investors find Centerra Gold’s early warning report on its Azimut Exploration holdings?

Investors can find Centerra Gold’s early warning report on Azimut’s issuer profile on SEDAR+. According to Centerra Gold, the report will be available at www.sedarplus.ca, and a copy can also be requested directly from Centerra Gold’s investor relations department in Toronto.