Kazax Minerals Inc.
TSX VENTURE : KZX

Kazax Minerals Inc.

October 16, 2012 13:59 ET

Kazak Announces Strategic Local Partner Involvement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 16, 2012) - Kazax Minerals Inc. ("Kazax" or the "Company") (TSX VENTURE:KZX) is pleased to announce that it has restructured its Share Purchase Agreement (SPA) for the purchase of 100% of beneficial interest of the Lomonosovskoye Limited Liability Partnership (LLLP); who in turn hold the unrestricted exploration and production rights to the Lomonosovskoye iron ore deposit (Deposit); located in the Kostanay Oblast in Kazakhstan.

At this time Safin own 100% of LLLP. After the restructuring the State Agency Tobol will take a 25% interest in the project; that is:

  1. Kazax own 75% of LLLP; and
  2. Tobol own 25% of LLLP.

Tobol is the regional Government agency tasked with the promotion of economic development within the Kostanay region and brings strong local partnership into the mine development team. Tobol's active involvement in the current planning; reserve registration and licensing phase will aid the timely development of the Deposit. Mr Arman Aliyev (Chairman of Tobol) welcomed their participation in the Lomonosovskoye Mine at a recent meeting with Kazax and stated, "Tobol keenly anticipates working in partnership with Kazax to bring the mine into production in a timely and safe manner. Tobol's local knowledge and experience will be a great help to Kazax; particularly in the short term where mining approvals and land tenure are being secured."

SPA Changes

The value of Kazax's transaction is US$56,383,200 (previously $75,483,200) with the revised payment terms of:

  1. The initial SPA payment of USD$13,587,040 comprises a cash payment of USD$6,933,784 and that number of shares of the Company equal to USD$ 4,615,200 divided by a deemed value of $0.20 per share and a Capital Gains Tax (CGT) payment of USD$2,038,056. This payment and share issue to be made upon the closure of all the conditions precedent within the SPA.
  1. The balance of SPA cash payments (i.e. cash + CGT) totaling USD$30,460,960 made in eight (8) equal quarterly payments commencing on 30th March 2013. CGT payments of USD$5,640,144 are included within this balance of SPA cash payments amount.
  1. The balance of shares of the Company equal to USD$7,140,000 divided by volume weighted average trading price for the five days prior to the issue.

The Conditions Precedent and other materiel terms and conditions within the SPA remain unchanged.

The revised agreement is subject to final regulatory approval.

About Tobol

Social and entrepreneurial corporation (SEC) "Tobol" is a national company which was specially created in October 2007 by the Government of the Republic of Kazakhstan for promotion of economic development in the Kostanay region by consolidating public and private assets. Tobol's mission is to enable the effective business management of the regional state assets for social and economic development of the region. Tobol aims to hold a multi-industry investment portfolio comprising regional assets.

Tobol's specific tasks include:

  1. identification of state assets which are the most attractive for business development;
  2. involvement of business-structures into business relations;
  3. developing of effective and competitive productions;
  4. creation of favorable environment for investment and innovation attraction;
  5. diversification of export potential of the northern region of Kazakhstan; and
  6. corporate management of company processes.

Project Status

The project team continues to progress the feasibility study. The milestones to submit the applications for the registration of the state reserve and the approval to start pre-strip and mining operations remains on target for the end of 2012. Start-up of the pre-stripping operation remains on target for the 1st half of 2013.

The confirmation drilling program was completed in August 2012 and the NI43101 Jorc modeling is scheduled for completion by November 2012. Detailed mine planning continues along with engineering on the beneficiation plant.

Initial discussions with Chinese and Russian Mills have commenced; with the initial focus on confirmation of the product technical specifications. Commercial discussions will commence in October 2012.

About the Company

Kazax Minerals Inc. is a mining exploration and development company focusing on iron ore. Other world-wide target acquisitions are being sought. Kazax aims to be a significant mid-tier international mine exploration and development company in the iron ore sector.

For additional information readers are invited to review additional corporate and property information available on SEDAR at www.sedar.com.

ON BEHALF OF THE BOARD

David Savage, President and Chairman of the Board

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "schedule", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the Company s future operations and prospects. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning equipment and crew availability, and joint venture partner financial capability. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the Company's actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, reservoir performance, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, and political and economic conditions. Additional information on these and other factors is available in continuous disclosure materials filed by the Company with Canadian securities regulators. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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