KazakhGold holders pass resolution for $200 million 9 3/8% notes

By Susanna Moon

Chicago, Feb. 2 - KazakhGold Group Ltd. said the extraordinary resolution set out in the meeting notice to holders of its $200 million 9 3/8% senior notes due 2013 has been passed.

The meeting was held at 10 a.m. ET on Feb. 2.

The company announced on Jan. 7 the start of a consent solicitation for its 9 3/8% notes in connection with the proposed partial offer from Jenington International Inc.

The solicitation deadline was 10 a.m. ET on Jan. 29.

KazakhGold said it was seeking consents to modify the trust deed and conditions in order to:

• Allow the accession of OJSC Polyus Gold as an additional, limited-liability guarantor of the notes;

• Permit the new guarantor or any of its subsidiaries to provide a credit facility of up to $50 million to KazakhGold following completion of the offer;

• Waive conditions in relation to the provision of the credit facility upon the occurrence of a change of control to require the company to repurchase the notes at a purchase price equal to 101 plus accrued interest;

• Waive the obligation of KazakhGold to provide notice of the repurchase right to noteholders within 30 days following the change of control; and

• Waive the right of the noteholders to request or direct the trustee to deliver an enforcement notice following a change of control.

The company said it will pay a consent fee of $50 per $1,000 principal amount.

On Oct. 26, 2006, the company sold an upsized offering of $200 million of the seven-year senior fixed-rate notes.

The tabulation agent is Lucid Issuer Services Ltd. (44 20 7704 0880 or kzg@lucid-is.com). The solicitation agent is HSBC Bank plc (44 20 7991 5880/212 525-5552 or kazakhgold-consent@hsbcib.com).

Stepnogorsk, Kazakhstan-based KazakhGold is the holding company of gold miner Kazakhaltyn.

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