OREANDA-NEWS. June 9, 2012. Polyus Gold International Limited (LSE - PLGL, OTC (US) - PLZLY, PGIL or the "Company"), the largest gold producer in Russia, today announces the entry into conditional agreements with respect to the sale of its assets in Kazakhstan and Kyrgyzstan to Altyngroup Holdings Korlatolt Felelossegu Tarsasag ("Altyngroup"), an entity beneficially owned by the Assaubayev family. The total consideration payable by Altyngroup to PGIL and its subsidiaries in the transaction amounts to USD  385 million.

Under the sale and purchase agreement (the "Agreement") entered into by PGIL and its subsidiaries Jenington International Inc. ("Jenington") and Romanshorn LC AG ("Romanshorn"), (i) Romanshorn, a wholly-owned subsidiary of the Company, has agreed to sell to Altyngroup 100% of the shares in Kazakhaltyn MMC JSC (the holding company of the Group's operating subsidiaries in Kazakhstan) ("Kazakhaltyn") for a consideration of USD 90 million; (ii) the Company has agreed to sell to Altyngroup 100% of the shares in Norox Mining Company Limited (the holding company of the Group's operating subsidiaries in Kyrgyzstan) ("Norox") for a consideration of USD 5 million; and (iii) Jenington has agreed to novate to Altyngroup all of its rights and obligations under the loan agreements between Kazakhaltyn as borrower and Jenington as lender for an aggregate consideration of USD 290 million (the "Novation") (together, the "Transaction").  The Agreement provides that the parties may agree to a deferred payment of any part of the consideration payable under the Agreement, subject to Altyngroup providing an unconditional bank guarantee that satisfies certain requirements specified in the Agreement.

Completion of the Transaction is subject to certain conditions, including the receipt of necessary governmental consents, approvals and waivers in Kazakhstan and the receipt of confirmation from Altyngroup by 30 July 2012 that it has sufficient funding available to pay the full amount of the consideration under the Agreement. Pursuant to the Agreement the Transaction may be terminated, among other things, if the conditions to it are not satisfied on or before 30 September 2012 (unless the parties agree otherwise) or if the confirmation of availability of funding is not provided to PGIL by 30 July 2012.

The Company intends to make a drawing in the amount of approximately USD  41 million under the USD  100 million irrevocable documentary stand-by letter of credit previously issued to it under the terms of the Restated and Amended Principal Agreement with AltynGroup Kazakhstan LLP, an affiliate of Altyngroup (the "LoC"), and, subject to satisfaction of certain conditions, including the issuance of a renewed letter of credit for the remaining amount of approximately USD  59 million (the "New LoC"), to apply the proceeds of such drawing towards partial payment of the consideration for the Transaction.  The Transaction requires that the New LoC is issued to the Company on or before 20 June 2012, effective until 31 December 2012, with the proceeds of the New LoC to be applied towards partial satisfaction of the consideration at completion of the Transaction, and that Gold Lion Holdings Limited ("Gold Lion"), a company controlled by trustees of discretionary trusts, the beneficiaries of which comprise the beneficial owners of Altyngroup, novates all of its rights and obligations under the two existing loan agreements between the Company and Gold Lion, entered into in June 2009 (as subsequently amended) to Jenington, such novation to become effective at the earlier of completion of the Transaction or 30 September 2012.  If the New LoC is not issued to the Company prior to 20 June 2012 or the Gold Lion deeds of novation are not executed and delivered to the Company and Jenington by 14 June 2012, the Company shall have the right, but is not obliged, to terminate the Transaction.