OREANDA-NEWS. July 30, 2010. The Board of Directors of KazakhGold Group Limited ("KazakhGold" or the "Company") is pleased to announce that at the Extraordinary General Meeting ("EGM") held earlier today in London, all of the resolutions proposed as set out in the EGM Circular to shareholders dated 2 July 2010 (the "Resolutions"), were duly passed.  The Resolutions are a part of the proposed combination of KazakhGold with OJSC Polyus Gold ("Polyus Gold") which was announced on 30 June 2010 (the "Proposed Combination"). 

The Resolutions supported by shareholders approved an increase in the authorised share capital issue of KazakhGold, amendments to the Articles of Association and changing the company's name to Polyus Gold International, in due course.

The results of the EGM voting show that, aside from Jenington International Inc. ("Jenington"), a majority of the KazakhGold minority shareholders who voted have voted overwhelmingly in support of the Resolutions. 

Commenting on the outcome of the KazakhGold EGM, Evgeny I. Ivanov, Chief Executive Officer of Polyus Gold and Chairman of the Board of KazakhGold said:

"We are very pleased that shareholders have voted overwhelmingly in support of the Proposed Combination of Polyus Gold and KazakhGold. It is particularly pleasing that the minority shareholders of the Company have demonstrated strong support of the Resolutions".

Details of results of the final EGM voting figures are shown as follows:

Special Resolution

For

Against

No 1

84,991,699

53,717

No 2

83,454,553

1,590,863

No 3

84,991,699

53,717

99.9% of those KazakhGold shareholders present and voting voted in favour of Special Resolution No 1.

98.1% of those KazakhGold shareholders present and voting voted in favour of Special Resolution No 2.

99.9% of those KazakhGold shareholders present and voting voted in favour of Special Resolution No 3.

EXTENSION OF DEADLINE FOR ACCEPTANCES OF THE PRIVATE EXCHANGE OFFER

KazakhGold also announces that the deadline for acceptances of the Private Exchange Offer announced on 30 June 2010 will be extended to 5.00 p.m., New York City time, on 17 September 2010.

The extension of the deadline for acceptances of the Partial Exchange Offer is intended to provide the Company a further period for consultation with the Kazakh authorities in relation to issues raised by them in connection with the Proposed Combination, including the recent announcement by the Ministry of Industry and New Technologies of the Republic of Kazakhstan of the annulment of the waivers previously granted to KazakhGold with respect to the state's pre-emptive rights under the Kazakh subsoil laws, with a view to resolving these issues.

Commenting on the Board's decision to extend the Partial Exchange Offer, Evgeny I. Ivanov, Chairman of the Board of Directors and Chief Executive Officer of KazakhGold, said, "The Board continues to strongly believe in the merits of the Proposed Combination and that it offers substantial benefits to the shareholders of both KazakhGold and Polyus Gold.  The new company, Polyus Gold International, will be the largest pure gold producer listed on the London Stock Exchange, with a world class asset base, low cash costs, high growth potential and exciting prospects.  During the period provided by the extension of the Private Exchange Offer, we will work closely with the Kazakh authorities to resolve the issues raised by the Ministry."

A revised timetable for the Proposed Combination of KazakhGold with OJSC Polyus Gold is attached to this announcement.  Except as amended by this announcement, the terms and conditions of the Private Exchange Offer and the Proposed Combination remain unchanged from those set forth in the announcement of the Proposed Combination on 30 June 2010 and the Partial Offer Document dated 2 July 2010, including the condition to receive valid acceptances representing 15% of the issued and outstanding share capital of Polyus Gold.  KazakhGold retains the right to amend, extend or terminate the Private Exchange Offer in its absolute discretion at any time and for any reason until completion of settlements under the Private Exchange Offer.