Atomredmetzoloto JSC

Atomredmetzoloto JSC

November 27, 2009 08:45 ET

Atomredmetzoloto JSC Announces Intention to Commence All-Cash Offer to Acquire Khan Resources Inc. for $0.65 Per Share

Offer provides full liquidity and a 103% premium to Khan Shareholders

TORONTO, ONTARIO--(Marketwire - Nov. 27, 2009) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Atomredmetzoloto JSC ("ARMZ") today announced its intention to make an all-cash offer (the "Offer") of C$0.65 per share for all outstanding common shares of Khan Resources Inc. ("Khan") (TSX:KRI), a uranium exploration and development company based in Toronto, Ontario.

The Offer represents a premium of 48% over the closing price of the common shares Khan (the "Khan Shares") on the TSX on November 26, 2009, the last trading day prior to this announcement by ARMZ of its intention to make the Offer, and a 103% premium over the volume weighted average price of the Khan Shares over the twenty-day trading period ended November 26, 2009.

The Offer will be subject to conditions that are customary for a transaction of this nature. The full details of the Offer, including the conditions to the Offer, will be included in the take-over bid circular and related documentation to be filed on SEDAR and mailed to Khan's security holders shortly after the shareholder list is received from Khan.

"We believe the Offer represents full and fair value for the Khan Shares and provides Khan shareholders with an opportunity to receive liquidity at a significant premium to the current market, as well as value certainty today, relative to the significant political and licensing risks associated with the development of the Dornod property in Mongolia." said Vadim Zhivov, Director General of ARMZ.

Should you have any questions regarding the Offer, please contact:

Vadim L. Zhivov, Director General

Tel.: +7-495-508-8808, Ext. 138

Cormark Securities Inc. is acting as financial advisor to ARMZ in connection with the Offer. Macleod Dixon LLP is acting as legal advisor to ARMZ in connection with the Offer.

About ARMZ

ARMZ is the world's fifth largest uranium producer with operating mines in Russia and Kazakhstan. During 2008, operations in which ARMZ is involved produced 3.687 tonnes of uranium (9.6 million pounds of U3O8). It is owned by Rosatom, the Russian State Corporation for Nuclear Energy, and is appointed and authorized by Rosatom to supply fuel for the Russian nuclear industry. Through its fully controlled subsidiary PIMCO ("Priargunski") ARMZ partially owns the Mongolian joint venture Central Asian Uranium Company ("CAUC"), established between Khan (58%), Priargunski (21%) and the Mongolian government (21%). CAUC owns the mining license on the Dornod deposit that contains most of uranium reserves of Khan.

Forward-looking disclaimer

This press release contains only summary information about ARMZ's offer and does not constitute an offer to purchase any securities. Complete information about the offer will be available by referring to the offer to purchase and take-over bid circular to be filed with Canadian securities regulators. Certain statements contained in this press release concerning ARMZ's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of Khan are forward-looking statements. The words "believe", "expect", "intend", "may", "anticipate", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are not based on historical facts, but rather on current expectations, assumptions and projections about future events. While ARMZ considers these factors and assumptions to be reasonable based on information currently available, they may be proven to be incorrect. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to; any of the terms and conditions of the offer not being satisfied; general economic conditions; dependence on key personnel; and variations in required capital expenditures. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Contact Information

  • Investors & Media:
    Atomredmetzoloto JSC
    Dmitry O. Shulga
    Director, External Affairs & Investor Relations
    +7-495-508-8808, Ext. 310