OREANDA-NEWS. On 12 January 2009 KazakhGold Group Limited (the "Company") announced that, in relation to the Proposed Partial  Offer being made by Jenington International Inc., the Company has commenced a  consent solicitation in respect of itsUSD 200,000,000 9.375 per cent. Senior  Notes due 2013 (the "Notes"). The final voting deadline for submission of  electronic voting instructions is 3:00 p.m. (London time) on 29 January 2009.

The purpose of the consent solicitation is to obtain the consent of  Noteholders (1) to modify the Trust Deed and the Conditions in order to (i) allow the accession of OJSC Polyus Gold (the "New Guarantor") as an additional,  limited liability Guarantor of the Notes (subject to necessary corporate  approval to be obtained by OJSC Polyus Gold), and (ii)  permit the New Guarantor or any of its subsidiaries to  provide a Credit Facility of up to U.S.USD 50 million to the Company following  completion of the Proposed Partial Offer, and (2) to waive (i) Condition 3.7(a)(3)  and Condition 3.7(a)(4) in relation to the provision of the Credit Facility  referred to in (1)(ii) above, (ii) the right of the  Noteholders, pursuant to Condition 5(e) of the Notes, upon the occurrence of a  Change of Control as contemplated by the Proposed Partial Offer to require the  Company to repurchase their Notes at a purchase price equal to 101% of the  principal amount of the Notes plus accrued and unpaid interest to the  date of purchase (the "Repurchase Right"), (iii) the obligation on the Company to provide  notice of the Repurchase Right to Noteholders within 30 days following the  Change of Control referred to in (i) above (the "Change of Control Offer"), and (iv) the right of the Noteholders,  pursuant to Condition 8.1(b)(2) of the Notes, to request or direct the Trustee  to deliver an Enforcement Notice (as defined in the Conditions) following the  occurrence of the Change of Control contemplated by the Proposed  Partial Offer to the Company and JSC Kazakhaltyn MMC as  Borrower, accelerating the Notes (the "Right  of Enforcement").  The proposed amendments are described in more detail in the Consent  Solicitation Statement dated 6 January 2009.

If all of the conditions to the Consent Solicitation Statement have  been satisfied or waived including that the Extraordinary Resolution is passed,  corporate approval is obtained by the New Guarantor to allow its accession as  an additional Guarantor of the Notes and the Proposed Partial Offer is  successfully completed, the Company will pay a consent fee of U.S.USD 50.00 for  each U.S.USD 1,000 in principal amount of the Notes held by Noteholders who vote  in favour of the Extraordinary Resolution.  To be passed, the Extraordinary Resolution requires a majority voting in  favour consisting of not less than three‑quarters of the votes cast at a duly  convened and quorate Meeting. Contingent upon the completion of the Proposed Partial  Offer and the obtaining of the necessary corporate approval to permit the  accession of the New Guarantor as an additional Guarantor of the Notes, if  passed, the Extraordinary Resolution will be binding upon all the Noteholders,  whether or not present at the Meeting and whether or not voting. The Meeting will be held at 3:00 p.m. (London  time) on 2 February 2009 at the offices of Withers LLP at 16 Old Bailey,  London EC4M 7EG, United Kingdom. Voting can take place by Electronic Voting Instruction via  the Clearing Systems or by attending the Meeting and producing a Note or a  valid Form of Proxy.

The Company has  retained HSBC Bank plc ("HSBC") to  act as sole Solicitation Agent and Lucid Company Services Limited to act as  Tabulation Agent ("Lucid"). Copies of the Consent Solicitation Statement  can be obtained from either agent.  Requests for information in relation to this consent solicitation and  the Proposals should be directed to HSBC by phone at +44 20 7991 5880 (London)  / +1 212 525 5552 (New York) or via email at kazakhgold-consent@hsbcib.com. Requests for information in relation to the  procedures for voting in the Meeting should be directed to Sunjeeve Patel from  Lucid at +44 20 7704 0880 or by e-mail to: kzg@lucid-is.com.

This press release is not a solicitation of consents nor shall it be  deemed a solicitation of consents with respect to any securities. The consent solicitation will be made solely  by the Consent Solicitation Statement dated 6 January 2009.