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---