KAZ MINERALS GROUP PRODUCTION AND SALES REPORT FOR nine months and THE third QUARTER ENDED 30 september 2022

^1. Payable metal in concentrate and copper cathode from Aktogay oxide ore
^2. Payable metal in concentrate
^3. Payable metal in concentrate, toll processed metal and copper cathode from Aktogay oxide ore
^4. Payable metal in concentrate and toll processed metal

Highlights

• Copper production¹ increased by 26% to 282 kt in the first nine months of 2022 (9m 2021: 224 kt). The world class ramp up of the second sulphide concentrator at Aktogay, as well as improved performance at Sulphide 1 and the oxide plant, enabled Aktogay to increase its copper output by 64% to 168 kt in the year to 30 September 2022 (9m 2021: 102 kt).
• Management is focused on maximising ore processed volumes and all operations delivered increased throughput and copper output in the quarter. Both concentrators at Bozshakol operated above design capacity throughout the third quarter and due to operational improvements are on track to exceed design capacity for the full year.
• Gold production of 129 koz represented an increase of 2% compared with the first nine months of 2021 (9m 2021: 126 koz), as Bozshakol output rose due to higher ore throughput and gold grades processed.
• Copper sales were aligned with copper production in the first nine months of the year but were 9% behind production in the third quarter, as Aktogay output exceeded expectations. The Group’s finished goods inventory is expected to reduce in the fourth quarter and fully unwind during 2023.

Andrew Southam, Chief Executive Officer, said: “KAZ Minerals has delivered an excellent set of operational results in the first nine months of 2022, with copper output increasing by 26%. The world class ramp up of the second sulphide concentrator at Aktogay has resulted in a step change in our production, while site management has continued to improve ore throughput across the Group to maximise copper output.”

For further information please contact:

REGISTERED OFFICE

7^th Floor, 83 Victoria Street, London SW1H 0HW, United Kingdom.

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

KAZ Minerals Limited is pleased to announce the appointment to the Board of Alun Bowen, as an independent non-executive Director and Chair of the Audit Committee with effect from 15 July 2021. Alun will also be a member of the Health, Safety and Sustainability Committee and the Projects Assurance Committee.

Alun has had a 37-year career with KPMG in London, Sydney, Cardiff, Hong Kong and Almaty, as an auditor and advisor. He held a number of senior positions including Senior Partner of KPMG in Wales, leader of KPMG’s Global Sustainability Practice and Managing Partner of KPMG in Kazakhstan and Central Asia.

After retiring from KPMG, Alun has held a number of non-executive directorships in the UK, Kazakhstan and Russia. He is a non-executive director and Chair of the Audit Committee of Severstal, Russia’s largest fully integrated steel producer. He is also a non-executive director and the Chair of the Audit and Risk Committee of Transport for Wales, and a member of its Major Projects Committee. Alun has previously been a non-executive director of Eurasian Bank, Kazakhstan, and Hodge Bank in the UK.

Alun is a Fellow of the Institute of Chartered Accountants in England and Wales and has a degree in Metallurgy and Materials Science from Trinity College, Cambridge.

Oleg Novachuk, Chair of KAZ Minerals, said: “We are delighted to welcome Alun Bowen to the Board of KAZ Minerals. Alun brings extensive experience of business in Kazakhstan and Russia which will support KAZ Minerals’ operations and future growth plans.”

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

                                                                                                                                                                                                                          16 June 2021

RECOMMENDED CASH ACQUISITION

of

KAZ MINERALS LIMITED
(previously named KAZ Minerals PLC)

by

NOVA RESOURCES B.V.

(a company indirectly owned by joint offerors (i) Oleg Novachuk and (ii) Vladimir Kim)

Offer Closed

On 9 April 2021, Nova Resources B.V. (“Bidco“) announced that its recommended increased cash offer for the entire issued and to be issued share capital of KAZ Minerals Limited (previously named KAZ Minerals PLC) (“KAZ Minerals“) (other than the KAZ Minerals Shares already owned or controlled by members of the Consortium) (the “Final Increased Offer“) had been declared unconditional in all respects. The full terms and conditions of the Final Increased Offer and the procedures for acceptance were set out in the original offer document dated 8 February 2021, as revised by the final increased offer document published on 26 March 2021 (the “Final Offer Document“). The definitions set out in the Final Offer Document have the same meanings in this announcement.

On 4 May 2021, Bidco announced that the Final Increased Offer would remain open for acceptances until 1.00 p.m. (London time) on 15 June 2021.

On 15 June 2021, Bidco completed the exercise of its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining KAZ Minerals Shares in respect of which the Final Increased Offer had not been accepted, on the same terms as the Final Increased Offer (the “Compulsory Acquisition“). 

Closing of the Final Increased Offer

Bidco announces that it has acquired the entire issued share capital of KAZ Minerals.

The Final Increased Offer has therefore been closed to further acceptances with effect from 1.00 p.m. (London time) on 15 June 2021.

Pursuant to the Compulsory Acquisition, the consideration to which those KAZ Minerals Shareholders who did not accept the Final Increased Offer (“Non-Assenting Shareholders“) are entitled to, is held on trust on behalf of such Non-Assenting Shareholders by KAZ Minerals. Non-Assenting Shareholders are requested to apply in writing for such consideration, providing satisfactory evidence of your entitlement to such consideration, to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. If you are a KAZ Minerals Shareholder who did not accept the Final Increased Offer and have any questions in relation to how to claim your consideration following the completion of the Compulsory Acquisition, please contact Computershare by phone (between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales) on 0370 797 1100 from within the UK or on + 44 (0) 370 707 1100 if calling from outside the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Final Increased Offer or otherwise nor shall there be any sale, issuance or transfer of securities of KAZ Minerals in any jurisdiction in contravention of applicable law.

Overseas Shareholders

This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and there shall be no implication that there has been no change in the facts set forth in this announcement since such date.

The Final Increased Offer is subject to the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code.

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

In January 2019, the KAZ Minerals Group (“the Group”) acquired 75% of the Baimskaya copper project (“Baimskaya”) from Aristus Holdings Limited, with the remaining 25% interest in the asset to be transferred upon second completion. Following KAZ Minerals PLC delisting from the London Stock Exchange on 11 May 2021, second completion was triggered and the deferred cash consideration of $225 million has been paid to Aristus for the remaining 25% interest in the asset. The Group now holds 100% of the Baimskaya copper project.

Oleg Novachuk, Chair, said: “We are pleased that second completion of the Baimskaya acquisition has occurred and that KAZ Minerals is now the sole owner of one of the world’s largest copper development projects. Combined with our expansion project at Aktogay, we have an industry leading copper growth pipeline.”

 For further information please contact:

REGISTERED OFFICE

6th Floor, Cardinal Place, 100 Victoria Street, London SW1E 5JL, United Kingdom.

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

11 May 2021

Cancellation Of Admission to trading on the official list Of The FCA, trading On the main market of the London Stock Exchange and admission to trading and listing on the Kazakhstan Stock Exchange

Further to the announcement dated 9 April 2021 made by the board of Nova Resources B.V. (“Bidco”) and the Independent Committee of KAZ Minerals PLC (“KAZ Minerals”) in relation to Bidco’s final cash offer going unconditional, KAZ Minerals announces that, following an application by KAZ Minerals:

• the Financial Conduct Authority has cancelled the listing of KAZ Minerals Shares on the premium segment of the Official List;
• the London Stock Exchange has cancelled trading in KAZ Minerals Shares on its main market for listed securities; and
• the Kazakhstan Stock Exchange has cancelled the listing and trading of KAZ Minerals Shares on the Kazakhstan Stock Exchange.

Cancellation of: (i) the listing of the KAZ Minerals Shares on the premium segment of the Official List; and (ii) trading in KAZ Minerals Shares on the London Stock Exchange’s main market for listed securities, in each case will be effective from 8.00 a.m. (London time) on 11 May 2021. Cancellation of the listing of KAZ Minerals Shares on the Kazakhstan Stock Exchange will also be effective from the morning of 11 May 2021.

Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the Final Offer Document dated 26 March 2021.

For further information please contact:

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

In conformity with 5.6.1R of the Disclosure Guidance and Transparency Rules (“the Rules”), the Company hereby notifies the market of the following:

At the date of this announcement, the total issued share capital of the Company comprises 480,723,977 ordinary shares.

The Company currently holds 7,433,681 ordinary shares in treasury and therefore the issued share capital of the Company which carries voting rights of one vote per share comprises 473,290,296 ordinary shares (excluding treasury shares).

 The above figure of 473,290,296 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Rules.

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

On 23 March 2021, KAZ Minerals PLC (the “Company”) announced that it had posted its notice of 2021 Annual General Meeting (the “2021 AGM”), due to be held on 29 April 2021.

On 9 April 2021, Nova Resources B.V. (“Bidco”) announced that its Final Increased Offer for the Company had been declared unconditional in all respects.

On 26 April 2021, Bidco announced that it had received acceptances under the Final Increased Offer in respect of more than 90 per cent. in value of the KAZ Minerals Shares to which the Final Increased Offer relates, and that it would soon be exercising its right to compulsorily acquire all of the outstanding KAZ Minerals Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances.

In light of the announcements of 9 April and 26 April and the fact that the Company will in due course become a wholly-owned subsidiary of Bidco, the 2021 AGM will no longer be held as announced. The Director or senior employee of the Company who will chair the 2021 AGM will open the meeting and immediately propose that it is adjourned indefinitely.

The general meeting to be held on 12 May 2021 for the purposes of approving the re-registration of the Company as a private limited company will proceed as planned.

Capitalised terms used but not defined in this announcement have the meanings set out in the Final Increased Offer Document dated 26 March 2021.

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

On 9 April 2021, Nova Resources B.V. (“Bidco”) (a company indirectly owned by joint offerors (i) Oleg Novachuk and (ii) Vladimir Kim (the “Consortium”)) announced that the final increased offer (the “Final Increased Offer”) made by Bidco for each ordinary share of 20 pence each in the capital of the Company (each a “KAZ Minerals Share”), other than the KAZ Minerals Shares already owned or controlled by members of the Consortium, had been declared unconditional in all respects. Bidco has, by virtue of its shareholdings and acceptances of the Final Increased Offer or otherwise, now acquired or agreed to acquire more than 75 per cent. of the issued share capital of the Company.

As stated in the Final Increased Offer document dated 26 March 2021, the Company has applied to the London Stock Exchange and the Financial Conduct Authority, respectively, to cancel the admission of its ordinary shares to trading on the London Stock Exchange’s Main Market for listed securities and the admission to listing of its ordinary shares on the premium listing segment of the Official List; the Company has also applied to the Kazakhstan Stock Exchange to cancel trading in its ordinary shares and the listing of such shares on the official list of the Kazakhstan Stock Exchange (together the “De-listings”). The De-listings are expected to occur on 11 May 2021, being 20 business days from the date of the announcement on 9 April 2021. As stated in the Final Increased Offer document dated 26 March 2021, it is intended that the Company will be re-registered as a private limited company (the “Re-registration”).

KAZ Minerals today announces that a Shareholder Circular including Notice of General Meeting (the “Meeting”) has been posted to holders of KAZ Minerals shares (“KAZ Minerals Shareholders”) today. The Meeting is being called to approve the Re-registration. In connection with the Re-registration, it is intended that the Company will change its name to KAZ Minerals Limited and will adopt new articles of association (the “Amended Articles”) in place of the existing, and any previous, articles of association. The Amended Articles have been drafted so as to make them suitable for a private company, in the standard form for a company of this nature.

The Meeting will be held on Wednesday 12 May 2021 at 12.15 pm at KAZ Minerals PLC, 6^th Floor Cardinal Place, 100 Victoria Street, London SW1E 5JL.

In accordance with Listing Rule 9.6.1, KAZ Minerals has submitted the following documents to the National Storage Mechanism which will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:

–           the Shareholder Circular including Notice of General Meeting; and

–           Form of Proxy relating to the General Meeting.

The Shareholder Circular including the Notice of General Meeting can also be viewed on the Company’s website at www.kazminerals.com

On 22 February 2021, the UK Government announced a roadmap for easing the national lockdown restrictions currently in force in England. Under that roadmap, indoor public gatherings are expected to remain generally prohibited until at least 17 May 2021. As a result, it is expected that the Meeting will be held in broadly the same format as that proposed for the 2021 Annual General Meeting, while still allowing for KAZ Minerals Shareholders to exercise their voting rights. Consistent with national lockdown restrictions, the Meeting is expected to be held with only the minimum number of persons present as is legally required to form a quorate meeting. Two directors or senior employees of the Company, each of whom is either a KAZ Minerals Shareholder, or a proxy or corporate representative appointed by a KAZ Minerals Shareholder, will attend the Meeting. One of them will be appointed as chair of the Meeting in accordance with the Company’s existing articles of association. The attendance of these two people is “reasonably necessary for work purposes”, and therefore permitted under the national lockdown restrictions as they are currently expected to be in force on 12 May 2021. All social distancing precautions will be observed by the two persons who attend in person, and the duration of the Meeting will be minimised in accordance with government guidance.

The attendance of any other KAZ Minerals Shareholder, proxy or corporate representative is prohibited under national lockdown restrictions currently expected to be in force in England at the date of the Meeting. No KAZ Minerals Shareholder, proxy or corporate representative should attend the Meeting in person, as doing so would be in breach of the national lockdown restrictions and potentially unsafe for them or the limited number of other persons in attendance. The chair of the Meeting expects to exercise his powers to exclude any person who attempts to do so, and they will not be permitted entry to the location of the Meeting.

If KAZ Minerals Shareholders have any questions relating to the business to be dealt with at the Meeting, they are invited to submit these questions in advance of the Meeting. Shareholders may submit questions up until 11.30 a.m. on 7 May 2021 by sending an email to the Board at GM2021@kazminerals.com. The Board will provide answers to any questions it receives as if they had been asked at the Meeting and where it would have been required to do so pursuant to Section 319A of the Companies Act 2006.

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

26 April 2021

RECOMMENDED CASH ACQUISITION

of

KAZ MINERALS PLC

by

NOVA RESOURCES B.V.

(a company indirectly owned by joint offerors (i) Oleg Novachuk and (ii) Vladimir Kim)

Compulsory acquisition of outstanding KAZ Minerals Shares

1. Introduction

On 9 April 2021, Nova Resources B.V. (“Bidco“) announced that its recommended increased cash offer for the entire issued and to be issued share capital of KAZ Minerals PLC (“KAZ Minerals“) (other than the KAZ Minerals Shares already owned or controlled by members of the Consortium) (the “Final Increased Offer“) had been declared unconditional in all respects. The full terms and conditions of the Final Increased Offer were set out in the original offer document dated 8 February 2021, as revised by the final increased offer document published on 26 March 2021 (the “Final Offer Document“).

Bidco is pleased to announce that, as at 3.00 p.m. (London time) on 23 April 2021, it had received valid acceptances of the Final Increased Offer in respect of a total of 266,730,147 KAZ Minerals Shares, representing approximately 56.43 per cent. of the existing issued share capital of KAZ Minerals and approximately 93.07 per cent. of the KAZ Minerals Shares to which the Final Increased Offer relates.

2. Compulsory acquisition

Accordingly, as Bidco has now received acceptances under the Final Increased Offer in respect of more than 90 per cent. in value of the KAZ Minerals Shares to which the Final Increased Offer relates and of the voting rights carried by those shares, Bidco will soon be exercising its right to implement the procedure under Chapter 3 of Part 28 of the Companies Act 2006 (the “Act“) to compulsorily acquire all of the outstanding KAZ Minerals Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances.

Bidco will shortly despatch formal compulsory acquisition notices under sections 979 and 980 of the Act (the “Compulsory Acquisition Notices“) to KAZ Minerals Shareholders who have not yet accepted the Final Increased Offer. These notices will set out Bidco’s intention to apply the provisions of section 979 of the Act to acquire compulsorily any remaining KAZ Minerals Shares in respect of which the Final Increased Offer has not been accepted on the same terms as the Final Increased Offer.

If any of the KAZ Minerals Shareholders have not accepted the Final Increased Offer and have not applied to the court in respect of all their holding of KAZ Minerals Shares by six weeks from the date of the Compulsory Acquisition Notices, the  KAZ Minerals  Shares  held  by  those  KAZ Minerals  Shareholders  who  have not accepted the Final Increased Offer will be acquired compulsorily by Bidco on the same terms as the Final Increased Offer. The consideration  to  which  those  KAZ Minerals Shareholders  will  be entitled  will  be  held  by  KAZ Minerals as a trustee on their behalf and they will be requested to claim their consideration by writing to KAZ Minerals at the end of the six-week period.

KAZ Minerals Shareholders who have not yet accepted the Final Increased Offer are urged to do so as soon as possible.

3. Procedure for acceptance of the Final Increased Offer

KAZ Minerals Shareholders who have not yet accepted the Final Increased Offer may do so as follows:

• if you hold your KAZ Minerals Shares, or any of them, in certificated form (that is, not in CREST), you should complete, sign and return a Form of Acceptance (witnessed, where relevant) (together with your share certificate(s) and/or other document(s) of title) by post as soon as possible and in any event so as to be received by the Receiving Agent, Computershare; or
• if you hold your KAZ Minerals Shares, or any of them, in uncertificated form (that is, in CREST) you should NOT complete, sign and return any Form of Acceptance but instead follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible. If you hold your KAZ Minerals Shares as a CREST sponsored member, acceptance of the Final Increased Offer should be referred to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Full details of the procedure to accept the Final Increased Offer are set out in paragraph 14 of Part 2 of the Final Offer Document and, in respect of certificated KAZ Minerals Shares, in either of the Forms of Acceptance. The Final Offer Document is available, subject to certain restrictions to persons resident in a Restricted Jurisdiction, on Bidco’s website at http://www.novaresourcesbv.com/Announcements.html and on KAZ Minerals’ website at https://www.kazminerals.com/investors/announcement/details/.

KAZ Minerals Shareholders with any questions relating to the completion and return of any Form of Acceptance or the making of an Electronic Acceptance (as the case may be) should contact the Receiving Agent, Computershare, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) on (0) 370 707 1100 (if calling from within the UK) or +44 (0) 370 707 1100 (if calling from outside the UK). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Final Increased Offer nor give any financial, legal or tax advice.

4. Settlement of the Final Increased Offer

While the Final Increased Offer remains open for acceptance, settlement of consideration to which any accepting KAZ Minerals Shareholder (or the first-named shareholder in the case of joint holders) is entitled under the Final Increased Offer shall be effected within 14 calendar days of the date of receipt of such acceptance which is valid and complete in all respects, in the manner described in paragraph 15 of Part 2 of the Final Offer Document.

Non-assenting KAZ Minerals Shareholders who do not accept the Final Increased Offer will not receive payment until after the compulsory acquisition has been implemented. Therefore accepting the Final Increased Offer should enable you to receive your payment more promptly than if the compulsory acquisition procedure is followed.

5. General

The percentages of KAZ Minerals Shares referred to in this announcement are based on a figure of 472,670,698 KAZ Minerals Shares in issue, excluding shares held in treasury, on 23 April 2021 (being the last Business Day prior to the date of this announcement).

The definitions set out in the Final Offer Document have the same meanings in this announcement.

Enquiries

Clifford Chance LLP is acting as legal adviser to Holdco and Bidco.

PLEASE FOLLOW THE LINK TO DOWNLOAD THE FULL ANNOUNCEMENT