Kyrgyzaltyn JSC Announces Agreement relating to the Kumtor Project



    BISHKEK, Kyrgyz Republic, April 24 /CNW/ - Kyrgyzaltyn JSC
("Kyrgyzaltyn") is pleased to announce that it has entered into an agreement
dated April 24, 2009 (the "Agreement") with the Government of the Kyrgyz
Republic acting on behalf of the Kyrgyz Republic, Cameco Corporation
("Cameco"), Centerra Gold Inc. ("Centerra"), Kumtor Gold Company CJSC ("KGC")
and Kumtor Operating Company CJSC ("KOC") which defines the understandings
reached among the parties to the Agreement with respect to the exploration for
and development of gold and silver mineral resources and the production and
sale of gold and silver from the Kumtor mine owned and operated by Centerra
(acting through its Kyrgyz subsidiaries KGC and KOC) in the Kyrgyz Republic.
    Completion of the transactions contemplated by the Agreement is
conditional on a number of conditions being fulfilled including the approval
of the Agreement (and the underlying transactions outlined in the Agreement)
by the Zhogorku Kenesh (Parliament) of the Kyrgyz Republic.
    On completion of the Agreement (the "Completion Date") and subject to the
terms and conditions of the Agreement, (a) Cameco will (out of its existing
holding of Centerra common shares (the "Centerra Shares")) deposit in escrow,
for the benefit of and on behalf of Kyrgyzaltyn and/or Cameco, 25,300,000
Centerra Shares (the "Cameco Contributed Shares"), and (b) Centerra will issue
18,232,615 Centerra Shares to Kyrgyzaltyn (the "Treasury Shares"). The release
of the Cameco Contributed Shares to Kyrgyzaltyn is subject to certain
conditions set forth in the Agreement and the number of such shares to be
released to Kyrgyzaltyn is subject to potential adjustment pursuant to the
Agreement. Effective as of the Completion Date and subject to the terms and
conditions of the Agreement, Kyrgyzaltyn will hold 52,101,766 Centerra Shares,
representing 22.2% of the issued and outstanding Centerra Shares. Effective
upon the satisfaction of the conditions for the release of all of the Cameco
Contributed Shares to Kyrgyzaltyn, and assuming that the number of shares to
be released is not adjusted, Kyrgyzaltyn will hold 77,401,766 Centerra Shares,
representing 33% of the issued and outstanding Centerra Shares.
    The Treasury Shares are being issued and the Cameco Contributed Shares
are being transferred to Kyrgyzaltyn in consideration of the various
undertakings and rights being given by Kyrgyzaltyn and the Government of the
Kyrgyz Republic under the Agreement.
    Subject to the terms of the Agreement, Kyrgyzaltyn may, from time to
time, acquire additional Centerra Shares, dispose of some or all of the
existing or additional Centerra Shares, or may continue to hold the Centerra
Shares.
    The acquisition of the Cameco Contributed Shares will be made by
Kyrgyzaltyn in reliance upon an exemption provided under Canadian Multilateral
Instrument 62-104 - Take-over Bids and Issuer Bids.




For further information:

For further information: Kyrgyzaltyn JSC, Ulitsa Abdumomunova, dom 195,
Bishkek, 720040, Kyrgyz Republic, Attention: Alexey Eliseev, Tel no.: +996 555
978 555

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KYRGYZALTYN JSC

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