Atomredmetzoloto JSC

Atomredmetzoloto JSC

December 10, 2009 09:00 ET

Atomredmetzoloto JSC Announces Mailing of Offer Documents in respect of Take-over bid for Khan Resources Inc.

All-Cash Offer of C$0.65 per Khan Share Khan shareholders are encouraged to tender to an excellent liquidity opportunity at a significant premium

TORONTO, ONTARIO--(Marketwire - Dec. 10, 2009) -

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

Atomredmetzoloto JSC ("ARMZ") is pleased to announce that it has mailed to security holders of Khan Resources Inc. ("Khan")(TSX:KRI) its take-over bid circular dated November 30, 2009 and related documents in connection with its previously announced offer for all of the outstanding common shares of Khan. Khan is a uranium exploration and development company based in Toronto, Ontario. The Offer will remain open until 5:00 p.m. (Toronto time) on February 1, 2010, unless extended or withdrawn.

As announced on November 27, 2009, the Offer is to acquire all of the issued and outstanding common shares of Khan (each, a "Khan Share") for all-cash consideration of C$0.65 per Khan Share. The consideration under the Offer represents a premium of approximately 48% over the closing price of the Khan Shares on the TSX on November 26, 2009, the last trading day before the announcement by ARMZ of its intention to make the Offer, and a premium of approximately 103% over the volume-weighted average trading price of the Khan Shares for the twenty trading days ended November 26, 2009.

The terms and conditions of the Offer are set forth in the offer to purchase (the "Offer to Purchase") and related take-over bid circular (together with the Offer to Purchase, the "Offer and Circular") dated November 30, 2009. ARMZ has published advertisements summarizing the Offer in English and French and has filed these, along with the Offer and Circular and a French summary thereof, with the applicable securities regulatory authorities in Canada and they are available on Khan's SEDAR profile at www.sedar.com.

The Offer and Circular and related documents ("Offer Documents") have been mailed to registered holders of Khan Shares, and furnished to intermediaries for subsequent transmittal to beneficial holders of Khan Shares.

ARMZ strongly encourages shareholders of Khan to read the Offer and Circular, which contain the full terms and conditions of the Offer as well as detailed instructions on how shareholders can tender their Khan Shares to the Offer. Questions regarding the Offer and Circular and assistance in depositing Khan Shares under the Offer should be directed to Laurel Hill Advisory Group, the Information Agent for the Offer, at 1-888-534-1152 (North American toll-free number), 416-637-4661 (Banks and Brokers and collect calls outside North America) or assistance@laurelhillag.com. Copies of the Offer Documents may be obtained without charge from Laurel Hill Advisory Group at the contact information noted above, from CIBC Mellon Trust Company, the Depositary for the Offer, at 1-800-387-0825 or on Khan's SEDAR profile at www.sedar.com.

Khan shareholders electing to tender their Khan Shares to the Offer must complete the letter of transmittal or, if necessary, the notice of guaranteed delivery (both of which accompany the Offer and Circular) and return the appropriate document in accordance with the terms and conditions more fully set out under "Manner of Acceptance" in Section 3 of the Offer to Purchase. If Khan Shares are held in the name of a nominee, such as a broker, investment dealer, bank or trust company, the beneficial owner should contact such nominee for instructions on how to deposit their Khan Shares to the Offer.

Cormark Securities Inc. is acting as financial advisor to ARMZ in connection with the Offer, and 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 natural uranium for the Russian nuclear industry. ARMZ is part of the civilian arm of the Russian uranium industry and has not been authorized to operate in the military sector. 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 is included in the Offer and Circular. 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

  • Shareholder Inquiries:
    Laurel Hill Advisory Group. (Information Agent)
    1-888-534-1152 (North American toll-free number)
    416-637-4661 (Banks and Brokers and collect calls outside
    North America)
    assistance@laurelhillag.com
    or
    CIBC Mellon Trust Company (Depositary)
    1-800-387-0825
    or
    Media Inquiries:
    Atomredmetzoloto JSC
    Dmitry O. Shulga
    Director, External Affairs & Investor Relations
    +7-495-508-8808, Ext. 310