KazakhGold Group Proposed Acquisition and Propo...

28 February 2008 NOT FOR DISTRIBUTION IN THE UNITED STATES KazakhGold Group Proposed Acquisition and Proposed Placing KazakhGold Group Limited ("Company") announces today that it is currently in negotiations with respect to the potential acquisition by the Company of certain gold mining assets ("Assets") with the owners of the Assets, although, as of the date of this press release, no written agreement has been reached. The acquisition price of the Assets is expected to be approximately US$60 million. The Company intends to finance the acquisition of the Assets with the proceeds from a private placing ("Placing") of up to 2.3 million new ordinary shares in the form of Global Depository Receipts ("GDRs") with institutional investors. Mirabaud Securities Limited and JPMorgan Cazenove Limited are acting as placing agents of the Company in relation to the Placing. The new GDRs, when issued, will be admitted to listing on the Official List of the UK Listing Authority ("Official List") and to trading on the Main Market of London Stock Exchange plc's Main Market for listed securities. Based on a competent persons' report, the Assets include JORC classified mineable reserves which have been estimated at approximately 4.4 million tonnes at a grade of 7.3g/t gold (1.039 million ounces of gold), plus over 117 thousand ounces of gold at inferred category, and an additional C2 resource estimated at 4.7 million tonnes at a grade of 6.8g/t gold (1.028 million ounces of gold). The JORC resources and reserves were estimated at a 3.0g/t gold cut-off grade, based on significant historical exploration work. A feasibility study on the project has been carried out. Historical testwork results show an average gold recovery rate of approximately 85%. The reserves are suitable for bulk mechanised mining and an average of 140,000 ounces of gold per year are projected to be produced over the first six years of production. The operations hold valid exploration permits and mining licences, which are in good standing. There can be no assurance that agreement with respect to the acquisition of the Assets will be reached or that the acquisition will be completed at all. In the event that the acquisition is not completed, the proceeds of the Placing will be used to fund the development and operation of the Company. The Company also confirms that it continues to intend to seek a listing of its ordinary shares on the Official List of the UK Listing Authority and admission to trading on the London Stock Exchange plc's Main Market for listed securities. Disclaimer: To the extent this press release contains forward-looking statements, these statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements .Given these uncertainties, no undue reliance on such forward-looking statements should be placed. The Company does not accept any liability whatsoever for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith. These forward looking statements speak only as at the date of this press release and the Company disclaims any obligation to update any such forward looking statements in this press release to reflect future events or developments. The GDRs or the ordinary shares in the Company have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, any US Person as that term is defined in Regulation S under the US Securities Act without registration under, or absent an exemption from the registration requirements of, the US Securities Act. Any offering to be made in the United States will be made to a limited number of qualified institutional buyers, as such term is defined in Rule 144A under the US Securities Act. The Company has not been registered and will not register under the United States Investment Company Act of 1940. This announcement (together "This Announcement"), is not for distribution directly or indirectly in or into the United States, Canada, Australia or Japan or any jurisdiction into which the same would be unlawful. This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. No public offering of securities will be made in the United Kingdom, United States or elsewhere. This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by JPMorgan Cazenove Limited or Mirabaud Securities Limited ("Managers") or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. The Managers are acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Managers nor for providing advice in relation to the Placing. The distribution of this Announcement and the offering of the GDRs in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Managers that would permit an offering of such GDRS or possession or distribution of this Announcement or any other offering or publicity material relating to such GDRs in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Managers to inform themselves about, and to observe, and such restrictions. The price of GDRs and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the GDRs. Further Information: Alex Buck BuckBias W: +44 20 7244 8053 M: +44 7932 740 452 ---END OF MESSAGE---
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