UPDATE ON 2010 GOLD PRODUCTION


 

TIDMKZG TIDMPLZL 
 
RNS Number : 3111Q 
KazakhGold Group Ltd 
30 July 2010 
 

+------------------------------+------------------------------+ 
| For immediate release        |                 30 July 2010 | 
|                              |                              | 
+------------------------------+------------------------------+ 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO 
CANADA, AUSTRALIA, JAPAN OR THE RUSSIAN FEDERATION, OR ANY OTHER JURISDICTION 
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF RELEVANT LAWS OR REQUIRE 
REGISTRATION THEREOF 
 
Update on 2010 Gold Production and Proposed Combination with Polyus Gold 
 
KazakhGold Group Limited ("KazakhGold") notes the statement released yesterday 
by its controlling shareholder, OJSC Polyus Gold ("Polyus Gold"), in relation to 
its proposed combination with KazakhGold (the "Proposed Combination"). 
KazakhGold welcomes this statement of continuing support for the Proposed 
Combination, which is reproduced in full below.  As described in the statement, 
KazakhGold also confirms that its gold production in the six months ended 30 
June 2010 increased by 36%, as compared with the corresponding period of 2009, 
and it currently estimates that its total gold production for 2010 will increase 
by approximately 50% as compared with 2009. 
 
Text of the official statement of Polyus Gold: 
 
"We are closely following developments in Kazakhstan as well as publications in 
the press concerning the acquisition by the Polyus Gold group of 50.1% of the 
shares of KazakhGold and the proposed combination of the companies. 
 
Polyus Gold management remains confident that the transaction to combine 
KazakhGold and Polyus Gold - the result of which will be the creation of the 
leading gold producer in the CIS, with assets in Kazakhstan and Russia - will be 
completed within the time period previously announced.  We are also confident 
that this transaction is in the best interests of all company shareholders and 
is in line with the vision of Kazakhstan President Nursultan Nazarbaev to 
attract additional investment into the country's economy, create new jobs, and 
increase gold production volumes. 
 
The 36% rise in gold production by KazakhGold under Polyus Gold management in 
the first half of 2010 compared to the same period last year and the estimated 
50% increase in total KazakhGold gold production for 2010 underlines our firm 
intention to continue to invest in developing the company's assets in Kazakhstan 
and implement our strategy for KazakhGold. 
 
Polyus Gold management is ready to engage and cooperate with the Kazakhstan 
authorities in any way in order to reach a mutually advantageous resolution as 
soon as possible." 
Enquiries: 
+--------------------------------------+---------------------+ 
| KazakhGold                           | +44 (0) 20 8528     | 
| Alexey V. Chernushkin, Director,     | 1450                | 
| Capital Markets and IR               |                     | 
|                                      |                     | 
+--------------------------------------+---------------------+ 
| Polyus Gold                          | +7 (495) 641 3377   | 
| Evguenia V. Buydina, IR manager      |                     | 
|                                      |                     | 
+--------------------------------------+---------------------+ 
| HSBC (financial adviser to           | +44 (0) 20 7991     | 
| KazakhGold)                          | 8888                | 
| Sergei Chinkis                       |                     | 
|                                      |                     | 
+--------------------------------------+---------------------+ 
 
This announcement should be read in conjunction with the Private Exchange Offer 
Document dated 2 July 2010 and the related Forms of Acceptance and accompanying 
documents, as they may be amended or supplemented from time to time. which 
contain the terms and conditions of the Private Exchange Offer.  The Partial 
Offer Document and the Prospectus dated 2 July 2010 are each available for 
download from KazakhGold's website at: http://www.kazakhgold.com and at 
KazakhGold's principal place of business at 88 Wood Street, London EC2V 7RS, 
United Kingdom during working hours on any business day (Saturdays, Sundays and 
public holidays excepted).  Definitions used in the Private Exchange Offer 
Document have the same meaning when used in this announcement, unless the 
context requires otherwise. 
 
 
HSBC Bank plc ("HSBC"), which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for KazakhGold and no 
one else in connection with the Proposed Combination and will not be responsible 
to anyone other than KazakhGold for providing the protections afforded to 
clients of HSBC, nor for providing advice in relation to the Proposed 
Combination, the contents of this announcement or any other matter referred to 
herein. 
 
General 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law and therefore any persons 
who are subject to the laws of any jurisdiction other than the United Kingdom 
should inform themselves about, and observe, any applicable requirements. This 
announcement has been prepared for the purposes of complying with English law 
and the information disclosed may not be the same as that which would have been 
disclosed if this announcement had been prepared in accordance with the laws and 
regulations of any jurisdiction outside of England. 
 
This announcement is not intended to, and does not constitute, or form part of, 
an offer to sell 
or an invitation to purchase or subscribe for any securities or a solicitation 
of any vote or approval in any jurisdiction. Except as amended by this 
announcement, the terms and conditions of the Private Exchange Offer are 
contained solely in the Private Exchange Offer Document, and the related Forms 
of Acceptance and accompanying documents, as they may be amended or supplemented 
from time to time. This announcement does not constitute a prospectus or a 
prospectus equivalent document. Investors should not subscribe for any 
transferable securities referred to in this announcement except on the basis of 
information in a prospectus, which will be published in accordance with the 
Prospectus Directive.  The Private Exchange Offer is being made to existing 
Polyus Securityholders outside of the Russian Federation, Canada, Australia and 
Japan who, under the laws of their jurisdictions, are permitted to participate 
in the Private Exchange Offer, and to certain eligible Polyus Securityholders in 
the Russian Federation that are "qualified investors" under Russian law. 
Eligible Polyus Securityholders are advised to read carefully the formal 
documentation in relation to the Private Exchange Offer, including the Private 
Exchange Offer Document and the Prospectus dated 2 July 2010 and related 
documents. 
 
Neither this announcement nor the information contained therein is an offer, or 
an invitation to make offers, sell, purchase, exchange or transfer any 
securities or other financial instruments in the Russian Federation or to or for 
the benefit of any person in Russia, and does not constitute and is not 
purported to constitute an offering to investors who are not "qualified 
investors" (as defined in the Russian Federal Law on the Securities Market) or 
advertisement of any securities or other financial instruments in Russia.  This 
announcement and the information contained therein must not be passed on to 
third parties or otherwise be made publicly available in Russia. Distribution of 
this document does not constitute placement and/or public circulation of 
securities or other financial instruments in Russia and the Private Exchange 
Offer referred to herein does not, and is not intended to, constitute a public 
offer in Russia.  The depositary receipts of KazakhGold Group Limited have not 
been and will not be registered in the Russian Federation and are not intended 
for and will not be admitted to "placement" or "public circulation" in Russia. 
 
Notice to U.S. investors 
 
It is important for U.S. securities holders to be aware that this announcement 
is subject to disclosure and regulations in England that are different from 
those in the United States. In addition, U.S. securities holders should be aware 
that this announcement has been prepared in accordance with English format and 
style, which differs from the U.S. format and style. In particular the financial 
information of Polyus Gold included herein has been prepared in accordance with 
International Financial Reporting Standards, and thus may not be comparable to 
financial information of U.S. companies whose financial statements are prepared 
in accordance with generally accepted accounting principles in the United 
States. 
 
The KazakhGold GDRS and the KazakhGold Shares to be represented by the 
KazakhGold GDRs have not been and will not be registered under the Securities 
Act or the securities laws of any state of the U.S., and may not be offered, 
sold, delivered or transferred except pursuant to an available exemption from or 
in a transaction not subject to the registration requirements of the Securities 
Act and applicable U.S. state securities laws. 
 
These written materials are not an offer of securities for sale in the United 
States. Securities may not be offered or sold in the United States absent 
registration or an exemption from registration under the U.S. Securities Act of 
1933, as amended. Any public offering of securities of the Company to be made in 
the United States would be made by means of a prospectus to be obtained from the 
issuer or selling security holder and that would contain detailed information 
about the Company and management, as well as financial statements. The Company 
does not intend to register any portion of the offering in the United States or 
conduct a public offering of the securities in the United States. 
 
The Private Exchange Offer is made for Polyus Securities and is subject to 
disclosure requirements of a foreign country that are different from those of 
the United States. Financial statements included in this Document, if any, have 
been prepared in accordance with foreign accounting standards that may not be 
comparable to the financial statements of United States companies. 
 
It may be difficult for U.S. holders of KazakhGold GDRs to enforce their rights 
and any claim they may have arising under the U.S. federal securities laws, 
since KazakhGold is located in a foreign country, and some or all of its 
officers and directors may be residents of a foreign country. U.S. holders of 
KazakhGold GDRs may not be able to sue a foreign company or its officers or 
directors in a foreign court for violations of the U.S. securities laws. It may 
be difficult to compel a foreign company and its affiliates to subject 
themselves to a U.S. court's judgment. 
 
You should be aware that KazakhGold may purchase Polyus Securities otherwise 
than under the Private Exchange Offer, such as in open market or privately 
negotiated transactions. 
 
Forward looking statements 
 
This announcement, including any information included or incorporated by 
reference, may contain "forward-looking statements" concerning Polyus Gold, 
Jenington and KazakhGold. Generally, the words "will", "may", "should", "could", 
"would", "can", "continue", "opportunity", "believes", "expects", "intends", 
"anticipates", "estimates" or similar expressions identify forward-looking 
statements. The forward-looking statements involve risks and uncertainties that 
could cause actual results to differ materially from those expressed in the 
forward-looking statements. Forward-looking statements include statements 
relating to the following: (i) future capital expenditures, expenses, revenues, 
earnings, synergies, economic performance, indebtedness, financial condition, 
dividend policy, losses and future prospects; (ii) business and management 
strategies and the expansion and growth of Polyus Gold, Jenington and KazakhGold 
operations and potential synergies resulting from the Proposed Combination; and 
(iii) the effects of government regulation on Polyus Gold, Jenington and 
KazakhGold's businesses. Many of these risks and uncertainties relate to factors 
that are beyond the companies' abilities to control or estimate precisely, such 
as future market conditions and the behaviours of other market participants, and 
therefore undue reliance should not be placed on such statements which speak 
only as at the date of this announcement. Each of Polyus Gold, Jenington and 
KazakhGold assumes no obligation in respect of, and does not intend to update, 
these forward-looking statements, except as required pursuant to applicable law. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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