DELIVERED PRIVATE AND CONFIDENTIAL

Exhibit 10.1

July 5, 2016

DELIVERED

PRIVATE AND CONFIDENTIAL

Xxxxxxxx Creek Metals Company Inc. (the “Company”)
00 Xxxx Xxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
XXX

Dear Sirs/Madams:

Re: Section 5.1(l)(ii)

Reference is made to the arrangement agreement (the “Agreement”), dated as of July 5, 2016, between the Company and Centerra Gold Inc. Capitalized terms used herein but not otherwise defined have the meanings given to them in the Agreement.

For the purposes of Section 5.1(l)(ii) of the Agreement, references to “Purchaser Material Adverse Effect” shall be read as excluding clause (h) of the definition of “Purchaser Material Adverse Effect”.

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DATED this 5th day of July, 2016.

By:	/s/ Xxxxx X. Xxxxx
	Name: Xxxxx X. Xxxxx
	Title:    Chief Executive Officer
By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title:    President

Accepted, acknowledged and agreed to on this 5th day of July, 2016.

By:	/s/ Xxxxxxx Xxxxxx
	Name: Xxxxxxx Xxxxxx
	Title:    President and Chief Executive Officer