PLZL.L Regulatory News (PLZL)

FOR IMMEDIATE RELEASE  01 SEPTEMBER 2011

MANDATORY TENDER OFFER TO PURCHASE SHARES OF OJSC POLYUS GOLD

Polyus Gold International Limited ("PGIL" or the "Company") announces that on August 30, 2011 it commenced a Russian law governed mandatory tender offer (the "Offer") to purchase for cash ordinary registered shares of OJSC Polyus Gold ("Polyus Gold"), nominal value 1.00 Russian Ruble per share (the "Shares"), from the remaining shareholders of Polyus Gold at a purchase price of 1,900.27 Russian Rubles per Share.

The Offer is made in accordance with Article 84.2 of the Federal Law of the Russian Federation № 208-FZ dated 26 December 1995 On Joint Stock Companies (as amended). The terms of the Offer are set forth in the mandatory tender offer document (the "MTO Document").

Shareholders wishing to accept the Offer must do so within 70 (seventy) days from August 30, 2011, the date of receipt of the MTO Document by Polyus Gold (the "Offer Period"). The acceptances of the Offer must be submitted prior to the expiration of the Offer Period and will be deemed received on the last day of the Offer Period. Within 15 (fifteen) days following completion of the Offer Period, the shareholders will be required to transfer their Shares, with respect to which they accept the Offer, to the Company. Payment for Shares transferred to PGIL shall be effected within 15 (fifteen) days following the transfer of the Shares to PGIL. Payment for Shares shall be made in Russian Rubles.

Procedures for accepting the Offer are set forth in the MTO Document, which has been published and is available at www.polyusgold.com/eng.

Shareholders should make their own decision as to whether to tender their Shares and, if so, how many Shares to tender. In doing so, shareholders should read carefully the information in the MTO Document. Shareholders are urged to consult with their financial and tax adviser, and legal counsel.

The MTO Document contains important information that shareholders are urged to read carefully before they make any decision with respect to the Offer. 

Enquiries:

General

Neither this announcement nor the information contained therein is an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities or other financial instruments in the Russian Federation or to or for the benefit of any person in Russia, and does not constitute and is not purported to constitute an advertisement of any securities or other financial instruments in Russia. Distribution of this document does not constitute placement and/or public circulation of securities or other financial instruments in Russia.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Shares (as defined above). The terms and conditions of the Offer (as defined above) are contained solely in the MTO Document. This notice is addressed exclusively to the holders of Shares (as defined above) and does not constitute an offer ("oferta") or a solicitation of an offer ("predlozhenie delat oferti") under Russian Law, or an advertisement, or an offer of securities to an unlimited number of persons within or outside the territory of the Russian Federation.

The Offer is not being made to securityholders of securities in any jurisdiction in which the making or acceptance of offers to sell securities would not be in compliance with the laws of that jurisdiction.

Notice to U.S. investors

This tender offer is made for the securities of a foreign company. The offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that the issuer may purchase securities otherwise than under the exchange offer, such as in open market or privately negotiated purchases.

Forward looking statements

This announcement, including any information included or incorporated by reference, may contain "forward-looking statements" concerning Polyus Gold International Limited and Polyus Gold. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Polyus Gold International Limited and Polyus Gold operations; and (iii) the effects of government regulation on Polyus Gold International Limited and Polyus Gold's businesses. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Each of Polyus Gold International Limited and Polyus Gold assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.