OREANDA-NEWS. On 12 January 2009 OJSC Polyus Gold (RTS, MICEX and LSE - PLZL) ("Polyus Gold" or the "Company") noted the announcement made by KazakhGold Group Limited ("KazakhGold") on December 29, 2008, and hereby announces that the Board of Directors of the Company has considered the revised terms of the transaction for the acquisition of shares in KazakhGold, which were amended based on the understanding reached in the course of negotiations with KazakhGold, and resolved on December 29, 2008 by absentee voting to  approve the possible acquisition by Jenington International Inc., a  company within the group of companies of Polyus Gold, by way of partial offer in accordance with The City Code on Takeovers and Mergers (the "Partial Offer") of 50.1% of the issued and to be issued share capital (including shares represented by GDRs) of KazakhGold, with the consideration to  be paid in ordinary registered shares of Polyus Gold in the ratio of  0.423 ordinary registered shares of Polyus Gold for each share (including shares represented by GDRs) of KazakhGold.

The Board has also approved in principle the  underwriting by one or a number of companies within the Polyus Gold  group of equity capital raising by KazakhGold in the amount of  approximately USD100 million, such underwriting to be effected following completion of the Partial Offer.

The Board has further noted that as of the date of the Board resolution a binding Partial Offer has not been made nor any binding agreements relating, among other things, to the underwriting  of equity capital raising by KazakhGold have been executed by any  company within the group of companies of Polyus Gold.  Approval  of making of a binding Partial Offer and entry into any binding  agreements with respect to the transaction shall be subject to further  consideration and a further resolution by the Board.