Results of Voting at Court Meeting and General Mee

China Nonferrous Gold

24/05/2013 13:18

Results of Voting at Court Meeting and General Meeting

      Kryso Resources

      24 May 2013

      Kryso Resources Plc

      (??Kryso? or the ??Company?)

      AIM: KYS

      RESULTS OF VOTING AT COURT MEETING AND GENERAL MEETING

      Kryso Resources Plc (AIM: KYS), the mineral exploration and development       company currently developing the Pakrut gold project in the Republic of       Tajikistan, today announces that the recommended proposals to establish       Kryso Resources Corporation Limited (a company incorporated in the       Cayman Islands with registered number WK-277188) ("New Kryso") as the       holding company of Kryso Resources Plc ("Existing Kryso") by means of a       scheme of arrangement between Existing Kryso and its shareholders under       Part 26 of the Companies Act 2006 (the "Scheme") have been approved by       shareholders.

      Capitalised terms used but not defined in this announcement have the       meaning given to them in the circular despatched to shareholders of       Existing Kryso on 8 May 2013 (the "Scheme Circular").

      As announced on 8 May 2013, the principal reasons for the Company       wishing to undertake the Scheme are:

        to reflect the fact that the holders of the majority of the Company??s         issued shares, who are based in the People??s Republic of China and         Hong Kong, are more familiar with Cayman holding company structures;

        to facilitate M&A activity, in particular of non-UK corporate         entities; and

        to better prepare the Kryso Group for any potential future listing on         an alternative stock exchange in a foreign jurisdiction and associated         fundraising.

      The last of these reasons is particularly important, as it is       anticipated that New Kryso (assuming the Scheme becomes Effective and       New Kryso is inserted as a holding company of the Kryso Group) will, in       due course, seek to de-list from AIM and list on the Main Board of the       Stock Exchange of Hong Kong Limited (the ??HK Listing?). The expectation       is that the HK Listing would occur at the same time as an offering of       New Kryso shares to new investors (the ??Offering?). The Directors       believe that the adoption of a new holding company would facilitate the       HK Listing and the Offering, and that the Stock Exchange of Hong Kong       Limited would represent an attractive platform for the continued growth       of the Kryso Group, given its strong Chinese ties and future outlook.       However, there is no certainty that the HK Listing and Offering will       occur, and New Kryso (assuming the Scheme becomes Effective) would only       seek to de-list from AIM in the event that it decides to proceed with       the HK Listing and Offering, and such de-listing would be conditional on       shareholder approval at that stage and the HK Listing becoming effective.

      Court Meeting

      Existing Kryso announces that shareholders have approved the Scheme as       proposed in the Scheme Circular without modification. At the Court       Meeting, which was held today at 11:00 a.m., the resolution to approve       the Scheme was passed by the requisite majority of shareholders by way       of a poll.

      General Meeting

      Existing Kryso announces that at the General Meeting, which was held       today immediately following the Court Meeting, the resolution set out in       the notice of the General Meeting included in the Scheme Circular was       passed by the requisite majority of shareholders by way of a poll.

      Implementation of the Scheme

      Implementation of the Scheme remains subject to the satisfaction of       certain conditions, which are set out in Part 2 of the Scheme Circular.       These include the Court making an order sanctioning the Scheme and       confirming the Reduction of Capital in connection with the Scheme at the       Court Hearing, which is expected to take place on 30 July 2013. The       Scheme is also expected to become effective on 30 July 2013.

      It is expected that the cancellation of Existing Kryso Ordinary Shares       from AIM, the admission of New Kryso Ordinary Shares to AIM, the       crediting of New Kryso Ordinary Shares in uncertificated form to CREST       accounts (in the form of Depositary Interests) and the commencement of       dealings in New Kryso Ordinary Shares on AIM will each occur on 31 July       2013.

      For further information please visit the Company??s website       (www.kryso.com) or contact:

      Kryso Resources Plc
Craig Brown, Managing Director
Tel: +44       (0) 20 7349 9160

      Investec Bank Plc
Jeremy Ellis, Chris Sim, Neil Elliot
Tel:       +44 (0)20 7597 5970

      XCAP Securities Plc
Jon Belliss
Tel: +44 (0) 207 101 7070

      Blythe Weigh Communications
Paul Weigh, Tim Blythe, Robert Kellner
Tel:       +44 (0)20 7138 3204

      About the Pakrut Gold Project

      The Pakrut gold project, of which Kryso has 100% ownership, is situated       in Tajikistan approximately 12km northeast of the capital city Dushanbe.       Pakrut has estimated total JORC compliant resources of 5,020,000 oz Au       (assuming a cut-off grade of 0.5 g/t Au) and is located within the Tien       Shan gold belt, which extends from Uzbekistan into Tajikistan,       Kyrgyzstan and western China, and which hosts a number of multi-million       ounce gold deposits.

      About Tajikistan

      Tajikistan is a secular republic located in Central Asia. The country is       a member of the Commonwealth of Independent States and the Shanghai       Cooperation Organisation. Tajikistan hosts numerous operating precious       metal mines as well as the largest aluminium smelter in Central Asia.       Kryso's management team has extensive experience in the mining industry       in Tajikistan.