Termination of additional consideration at Kyzyl

Polymetal International plc

Termination of deferred additional consideration liability at Kyzyl

Polymetal International plc (LSE, MOEX: POLY; ADR: AUCOY) ("Polymetal", the "Company") announces the early termination of the deferred conditional consideration related to the Kyzyl acquisition for US$ 10 million in Polymetal shares.

The initial Kyzyl acquisition agreement (announced 22 May 2014) comprised of an immediate consideration of US$ 618.5 million in cash and Polymetal shares and a deferred conditional cash consideration ("Additional Consideration") capped at US$ 500 million. The Additional Consideration was dependent on the relative dynamics of the gold price and the price of Polymetal's shares over a period of up to 7 years.

Under the termination agreement, Sky Tower (FZE), the current rights holder for the Additional Consideration, will receive US$ 10 million through the issue of 1,015,113 new Polymetal shares ("Consideration Shares", 0.2% of Polymetal's issued share capital post the transaction) in return for the termination of the Additional Consideration, effective immediately. The number of Consideration Shares to be issued was determined by dividing US$ 10 million by Polymetal's closing share price on 2 May 2018.

As at 31 December 2017, the fair value of the contingent consideration liability was estimated at US$ 12 million using the Monte-Carlo model.

"We have taken the opportunity to lock in the deferred consideration at an attractive price for shareholders", said Vitaly Nesis, Group CEO of Polymetal. "The elimination of the liability is an important step in further de-risking the Company's cash flow."

Аn application has been made to the London Stock Exchange and UKLA on the official list and the Consideration Shares are expected to be admitted to trading on the London Stock Exchange on 8 May 2018. Together with the admission of awarded shares under the Company's Performance Share Plan, which was also announced today, the total issued share capital of the Company will comprise 452,587,679 ordinary shares of no par value, each carrying one vote.

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FORWARD-LOOKING STATEMENTS

THIS RELEASE MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, "FORWARD-LOOKING STATEMENTS". THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE OF THIS RELEASE. THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE WORDS "TARGETS", "BELIEVES", "EXPECTS", "AIMS", "INTENDS", "WILL", "MAY", "ANTICIPATES", "WOULD", "COULD" OR "SHOULD" OR SIMILAR EXPRESSIONS OR, IN EACH CASE THEIR NEGATIVE OR OTHER VARIATIONS OR BY DISCUSSION OF STRATEGIES, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. THESE FORWARD-LOOKING STATEMENTS ALL INCLUDE MATTERS THAT ARE NOT HISTORICAL FACTS. BY THEIR NATURE, SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE COMPANY'S CONTROL THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE COMPANY'S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THE COMPANY WILL OPERATE IN THE FUTURE. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE. THERE ARE MANY FACTORS THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN THE COMPANY'S EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED