Centerra Gold Inc 2025年度报告

FORM40-F Registration Statement pursuant to Section12 of the Securities Exchange Act of 1934 or Annual Report pursuant to Section13(a)or 15(d)of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025Commission File Number: 001-40324 CENTERRA GOLD INC.(Exact name of Registrant as specified in its charter) 1040(Primary StandardIndustrial ClassificationCode Number) 1 University Avenue, Suite 1800Toronto, OntarioM5J 2P1416 204-1953(Address and telephone number of Registrant’s principal executive offices) C T Corporation System28 Liberty StreetNew York, New York 10005Telephone: (212) 894-8940(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Securities registered or to be registered pursuant to Section12(b)of the Act: Title of each classTrading Symbol(s)Name of each exchange on whichregisteredCommon Shares, no par valueCGAUNew York Stock Exchange Securities registered or to be registered pursuant to Section12(g)of the Act: None Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: None For annual reports, indicate by check mark the information filed with this Form: Annual Information FormAudited Annual Financial Statements Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: 199,806,355 Common Shares outstanding as of December31, 2025 Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Exchange Actduring the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2)has beensubject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files). YesNo Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule12b-2 of the Exchange Act. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theRegistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section13(a)of the Exchange Act. † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). This annual report on Form40-F (the “Annual Report”) of Centerra Gold Inc. (the “Company”) is incorporated by reference into theCompany’s Registration Statements on FormS-8 (File Nos.333-257489and333-271496). DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES The Company is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report inaccordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares itsfinancial statements, which are filed with this Annual Report, in accordance with International Financial Reporting Standards as issuedby the International Accounting Standards Board. Disclosure regarding the Company’s mineral properties, including with respect to mineral reserve and mineral resource estimatesincluded in this Annual Report, was prepared in accordance with National Instrument 43-101 -Standards of Disclosure for MineralProjects(“NI 43-101”). NI 43-101 is a ruledeveloped by the Canadian Securities Administrators that establishes standards for allpublic disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantlyfrom the disclosure requirements of the Securities and Exchange Commission (the “SEC” or “Commission”) generally applicable