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DIS Disenco Energy Plc (Tier2)

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Share Name Share Symbol Market Type
Disenco Energy Plc (Tier2) TSXV:DIS TSX Venture Common Stock
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Orsu Metals Corporation Announces Interim Results for the Period Ended 30 June 2009

13/08/2009 5:14pm

Marketwired Canada


Orsu Metals Corporation ("Orsu", or the "Company") (TSX:OSU)(AIM:OSU), the
London-based base and precious metal mining, development and exploration company
today reports its results for the quarter and six months ended 30 June 2009. All
amounts are reported in United States Dollars unless otherwise indicated.
Canadian Dollars are referred to herein as CAD$.


QUARTER OPERATIONAL HIGHLIGHTS

- April 2009 - Orsu announced that it had not yet reached an agreement on the
restructuring of the loan repayments and hedging obligations, due by Joint Stock
Company Varvarinskoye ("JSCV") under its loan and hedging facilities and that
discussion is ongoing with the Lenders.


- May 2009 - Orsu announced that it has signed an amended and restated offtake
agreement with Trafigura Beheer B.V., Netherlands ("Trafigura") for the purchase
of Varvarinskoye's copper concentrate product.


- May 2009 - Orsu provided an update of on-going work at the Talas and Tokhtazan
exploration licence areas of north west Kyrgyzstan and the Karchiga exploration
area of north east Kazakhstan.


- June 2009 - Orsu announced it had entered into a sale and purchase agreement
to sell to Polymetal all of its interest and obligations in the Varvarinskoye
Project.


POST QUARTER HIGHLIGHTS

- July 2009 - Orsu shareholders passed a resolution authorising the sale of its
100% interest in the Varvarinskoye Project (the "Varvarinskoye Disposition
Resolution").


MANAGEMENT'S DISCUSSION AND ANALYSIS

A full Management's Discussion and Analysis of the results for the quarter and
six months ended 30 June 2009 and year ended 2008 ("MD&A") and Financial
Statements ("Financials") for the Company for the six months ended 30 June 2009
and year ended 2008 will soon be available on the Company's profile on SEDAR
(www.sedar.com) or on the Company's website (www.orsumetals.com). These can also
be obtained on application to the Company. The following information has been
extracted from the MD&A and the Financials.


FINANCIAL RESULTS FOR THE THREE MONTHS TO JUNE 30, 2009

For the three months to June 30, 2009 the Company made a net profit of $2.7
million consisting of a net gain from discontinued operations of $5.8 million
offset by a net loss from continuing operations of $3.1 million (net loss of
$28.3 million, for the three months to March 31 2009, and net loss of $16.9
million for the three months June 30, 2008).


The net gain of $5.8 million from discontinued operations comprised of a gross
operating profit of $16.8 million (losses for the three months to March 31 2009
and June 30, 2008 of $2.9 million and $1.1 million respectively) offset by net
losses on derivatives of $6.7 million (losses for the three months to March 31
2009 and June 30, 2008 of $15.5 million and $5.6 million respectively), with
administration and other charges for discontinued operations of $4.3 million
(expenditure for the three months to March 31 2009 and June 30, 2008 of $6.9
million and $4.2 million respectively).


Net losses on continuing operations of $3.1 million (losses for the three months
to March 31 2009 and June 30, 2008 of $3.0 million and $6.0 million
respectively) were due mainly to: head office general & administration charges
(including legal and advisory fees pertaining to the Varvarinskoye disposition),
exploration costs, and stock based compensation charges in respect of share
options vesting during the quarter.


Revenues - discontinued operations

For the three months to June 30, 2009 the Company invoiced sales of $34.6
million plus a future metal price settlement adjustment of $0.9 million (using
estimated final settlement price for copper per lb of $2.27) less treatment and
refining charges of $3.0 million, resulting in reported revenues for the quarter
of $32.5 million ($9.8 million for the quarter to March 31, 2009, and $13.2
million, for the quarter to June 30, 2008).


The increase in sales during the quarter ended June 30, 2009 was due to the
resumption of copper concentrate shipments to Trafigura during the quarter and
full recovery of the revenues in the same period.


Cost of sales - discontinued operations

Costs of sales expenses were $15.7 million during the quarter ($12.6 million
March 31, 2009 and $14.3 million June 30, 2008).


The increase in the cost of sales of $3.1 million for the three months to June
30, 2009 versus the prior quarter was primarily due to additional expenditure on
processing consumables resulting in an increase in plant operating costs of $1.9
million, and an increase in selling and distribution costs of $1.1 million due
to the resumption of copper concentrate shipments during the quarter to
Trafigura.


Compared to cost of sales expenses in the same quarter for 2008, the cost of
sales expenses increased during the quarter ended June 30, 2009 by an overall
$1.4 million due mainly to: higher mine, plant and site operating costs of $5.1
million reflecting the increased level of mining and processing activity
year-on-year; lower depreciation and amortisation charges during the quarter
ended June 30, 2009 of $3.9 million following the impairment of the
Varvarinskoye assets at December 31, 2008.


Other (Expenses) Income

- Derivative instruments - discontinued operations

At June 30, 2009 the Company's derivative financial instruments were comprised
solely of gold forward sales contracts.


For the three months ended June 30, 2009 the Company booked realised derivative
losses of $7.2 million (for the same period in 2008 - $5.1 million) representing
20,308 ounces of gold, which remained unpaid at the end of the quarter.


The risk adjusted mark to market revaluation of the Company's derivative
liabilities, from a strike price of $574.25 per oz, as at June 30, 2009 at an
average forward gold price of $852 per oz and a risk adjusted rate for the
Company in the range of 14% to 17% per annum, depending on the remaining term of
the derivative liability contracts, gave rise to an unrealized derivative gain
for the quarter of $0.5 million (unadjusted unrealized loss for the same period
in 2008 of $0.5 million, unadjusted for the aforementioned Company's own credit
risk).


The Company had 330,160 ounces of forward gold sales remaining at a price of
$574.25 per ounce as at June 30, 2009 (409,808 remaining at June 30, 2008).


The Company estimates that the Varvarinskoye Hedge represents approximately 57%
of the gold production during the remaining term of the Hedging Facility
(January 2009 to June 2014), but only approximately 28% of the current estimates
(completed in January 2009) of probable reserves of gold at Varvarinskoye.


- Administration charges

Administration charges for the quarter were $3.9 million, comprising $2.5
million for continuing operations and $1.4 million for discontinued operations.
The charge of $2.5 million for the quarter relating to continuing operations
increased by $1.0 million from the previous quarter due to legal and advisory
fees pertaining to the Varvarinskoye disposition.


- Interest expense and income

The interest expense for discontinuing operations for the quarter was $2.6
million compared with $1.7 for the same period in 2008. The charge for the
quarter was made up of amortised deferred finance costs of $2.0 million (same
period in 2008 - $1.7 million) and $0.6 million accrued interest (same period in
2008 - $1.3 million) for the Varvarinskoye debt facility.


- Foreign exchange losses

On February 4, 2009, the Kazakhstan Tenge was devalued from an exchange rate to
the US$ of 120 Tenge to 150 Tenge. As a result of this devaluation, the Company
recorded an exchange loss of $2.6 million during the quarter ended March 31,
2009 for discontinued operations. The Company recorded a further exchange loss
for the quarter of $88,000 for discontinued operations.


FINANCIAL RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2009

For the six months to June 30, 2009 the company made a net loss of $25.6 million
(net loss of loss $55 million for the same period in 2008) consisting of a net
loss from discontinued operations of $19.5 million and a net loss from
continuing operations of $6.1 million.


The net loss of $19.5 million from discontinued operations comprised of a gross
operating profit of $13.9 million (June 30, 2008 gross operating loss of $3.6
million) offset by net losses on derivatives of $22.2 million (June 30, 2008
loss of $34.1 million), and administration and other charges for discontinued
operations of $11.2 million (June 30, 2008 $7.3 million).


Net losses on continuing operations of $6.1 million (June 30, 2008 of $10
million) were due to head office administration and other charges.


Revenues - discontinued operations

For the six months to June 30, 2009 the Company invoiced sales of $43.4 million
plus a future metal price settlement adjustment of $2.1 million less treatment
and refining charges of $3.2 million, resulting in reported revenues for the
quarter of $42.3 million ($15.5 million for the six months to June 30, 2008).The
settlement adjustments were calculated using estimated final settlement prices
for copper per lb between $2.26 -2.27 at the end of the quarter.


The sales of $15.5 million for the six months to June 30, 2008, were
pre-commercial production.


Cost of sales - discontinued operations

Costs of sales expenses were $28.5 million for the six months to June 30, 2009,
($19.1 million six months ended June 30, 2008).


The increase in the cost of sales of $9.4 million was primarily due to higher
mine, plant and site operating costs, $16.3 million, and selling costs of $0.5
million, incurred as a result of the mine operating at commercial production as
opposed to being in project phase during the same period in 2008. This was
partially offset by lower depreciation and amortisation charges of $7.4 million
following the impairment of the Varvarinskoye assets at December 31, 2008.


Other (Expenses) Income

- Derivative instruments - discontinued operations

At June 30, 2009 the Company's derivative financial instruments were comprised
solely of gold forward sales contracts.


For the six months ended June 30, 2009 the Company booked realised derivative
losses of $7.3 million (for the period in 2008 - $22.8 million) representing
42,308 ounces of gold, which remained unpaid at the end of the quarter.


The risk adjusted mark to market revaluation of the Company's derivative
liabilities, from a strike price of $574.25 per oz, as at June 30, 2009 at an
average forward gold price of $852 per oz and a risk adjusted rate for the
Company in the range of 14% to 17% per annum, depending on the remaining term of
the derivative liability contracts, gave rise to an unrealized derivative gain
for the quarter of $0.5 million (an unadjusted loss for the same period in 2008
of $0.5 million).


The Company had 330,160 ounces of forward gold sales remaining at a price of
$574.25 per ounce as at June 30, 2009 (409,808 remaining at June 30, 2008).


The Company estimates that the Varvarinskoye Hedge represents approximately 57%
of the gold production during the remaining term of the Hedging Facility
(January 2009 to June 2014), but only approximately 28% of the current estimates
(completed in January 2009) of probable reserves of gold at Varvarinskoye.


- Administration charges

Administration charges were $6.8 million for the six months to June 30, 2008,
comprising $4.1 million for continuing operations ($5.3 million for the same
period in 2008) and $2.7 million for discontinued operations ($3.5 million for
the same period in 2008).


For the continuing operations the lower administration charges are due to the
higher legal and professional costs incurred for the acquisition of Lero in
2008.


- Interest expense and income

Interest expenses for the six months to June 30, 2009, were $5.5 million
compared with $2.9 for the same period in 2008. The charges include amortised
deferred finance costs of $4.2 million (same period in 2008 - $1.7 million) and
$1.3 million accrued interest (same period in 2008 - $1.3 million) for the debt
facility.


- Foreign exchange losses

On February 4, 2009, the Kazakhstan Tenge was devalued from an exchange rate to
the US($) of 120 Tenge to 150 Tenge. As a result of this devaluation, the
Company recorded an exchange loss of $2.7 million during the six months to June
30, 2009 (for the same period in 2008, a loss of $29,000).


LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2009 the Company's main source of liquidity was unrestricted cash.
In total the Company held $7.0 million of unrestricted cash (December 31, 2008
$7.8 million), of which $2.3 million was held by continuing operations (December
31, 2008 $6.2 million) and $4.7 million held by discontinued operations
(December 31, 2008 $1.6 million).


The Company measures its consolidated working capital as comprising free cash,
inventory, and accounts receivable, other assets and prepayments, less accounts
payable and accrued liabilities, current portion of the principal on long term
debt and the current portion of derivative liabilities.


At June 30, 2009, the Company's consolidated working capital was a deficit of
$152.8 million compared with a working capital deficit of $4.2 million at June
30, 2008 and a deficit of $68.7 million at December 31, 2008.


The movement between June 30, 2009 and June 30, 2008 of $148.6 million was
primarily due to: the classification of all Varvarinskoye lender debt as current
($28 million movement); all derivative liabilities as current ($78.2 million
movement) and a reduction in short term inventory of $8.7 million; an increase
in accounts payable and accrued liabilities are $4.8 million.


At December 31, 2008, the Company's consolidated working capital was a deficit
of $68.7 million, representing a decrease between quarter four of 2008 and
quarter two of 2009 of $84.2 million. The movement was primarily due to the
classification of all derivative liabilities at the end of the quarter as
current, $82.4 million, and the reduction of short term inventory by $2.7
million.


For the reasons stated in the Going Concern section of the MD&A the Company's
working capital as at June 30, 2009 was insufficient to meet its debt, accounts
payable and derivative obligations. In the event that the disposition of the
Varvarinskoye Project does not proceed the potential impact upon the Company are
described under the "Disposition of the Varvarinskoye Project" and in the "Risks
and Uncertainties" sections of the MD&A.


GOING CONCERN

While the company's financial statements for the period ended June 30, 2009,
have been prepared using Canadian GAAP applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities during the
normal course of operations, the adverse conditions below cast significant doubt
as to the Company's ability to meet its obligations as they become due and,
accordingly, the appropriateness of using accounting principles applicable to
going concern.


At June 30, 2009, the Company had a working capital deficit of $152.8 million,
(December 31, 2008 - working capital deficit of $68.7 million), accumulated
losses of $534 million (December 31, 2008 - $541 million) and shareholders'
deficiency of $100 million (December 31, 2008 - shareholders' deficiency of $109
million). At June 30, 2009 the Company was in default on payments as they fell
due under the gold forward contract obligations and the hedge counterparties are
entitled to terminate any open derivative positions and seek full repayment for
all unsettled derivative obligations. For this reason all derivative liabilities
have been classified as current liabilities at June 30, 2009, contributing to
the increase in the Company's working capital deficit as at June 30, 2009
compared with December 31, 2008. In addition, the Company is subject to
commitments and contingencies as set out in the Company's financial statements.


Following a sharp deterioration in world copper metal prices and higher than
expected operating costs at Varvarinskoye, in the fourth quarter of 2008 the
Company reviewed its Varvarinskoye mineral reserve and mineral resource
estimates and engaged an independent expert to update the mineral reserve
estimates based upon a reinterpretation of the central pit geology. Compared
with the previous December 2006 Varvarinskoye Technical Report, the remaining
mine life from January 1, 2009 has been reduced from 14 years to 8 years with a
significant reduction in estimated contained copper and gold metals. Coupled
with management's current long-term copper and gold pricing forecasts, the
Company's revised mineral reserve and mineral resource estimates for
Varvarinskoye create significant doubt regarding the Company's ability to
generate sufficient cash flows from its mining operations to meet its
obligations under the Varvarinskoye Project finance Debt Facility with Investec
Bank Limited, Nedbank Limited and Natixis Bank (the "Lenders") and the
unmargined gold forward sales contracts entered into as a requirement of the
debt facility.


The Company was unable to meet the first two repayment tranches under the
long-term Debt Facility of $16.65 million due on December 31, 2008 and $19.4
million due on June 30, 2009, and payment of both tranches remains outstanding.
As at February 24, 2009, the Company was in breach of its Permitted Indebtedness
Covenant with respect to trade creditors, both in respect of amounts and terms
("Permitted Indebtedness"). This arose primarily due to temporary delays in
shipping concentrate for sale. No waiver has been obtained from the Lenders for
this breach. The Company is forecasting that, in the absence of additional
waivers or modification of the debt terms, it will remain unable to meet its
additional 2009 scheduled repayment obligations, will remain in breach of its
repayment terms and its Permitted Indebtedness covenants, and is likely to
breach additional covenants of its long-term debt facility. Failure to remedy
existing or future breaches and to comply with the debt repayment terms will
entitle the Lenders to demand immediate repayment of all amounts owing.


At June 30, 2009, the Company had an outstanding future obligation to settle
330,160 ounces of unmargined forward gold sales contracts at a strike price of
$574.25 per ounce, of which contracts for 38,018 ounces are due for settlement
during the remainder of 2009. This future obligation has been valued on a credit
adjusted mark to market basis at June 30, 2009 at $91.8 million. The practice of
the Company has been to settle the gold forward contracts as they fall due on
the settlement date. Up to December 31, 2008, the Company had settled contract
amounts totalling $20.5 million as they fell due. However, the Company was
unable to meet its gold forward contract settlement obligations due between
January 2009 and July 2009 of $14.9 million. Under the cross default terms of
the debt facility, a default on payments as they fall due under the gold forward
contract obligations entitles the Lenders to demand immediate repayment of all
amounts owing under the term debt facility and entitles the hedging
counterparties to terminate any open derivative positions.


In the Company's view, the settlement of its future gold forward contract
obligations and long-term debt repayments will continue to remain uncertain
until such time as long term metal prices, and in particular copper prices, have
recovered, Varvarinskoye operating costs have been reduced, Varvarinskoye is
operating at maximum capacity, additional working capital has been secured and
refinancing of the Varvarinskoye Project has been successfully concluded.


While the Company had been working with the Lenders for several months to
refinance the Varvarinskoye Project satisfactory arrangements were not reached
and during this time the need for additional capital to fund the Varvarinskoye
Project increased to an estimated $15 million (comprised of $5 million working
capital and $10 million for capital projects), required to maintain current
operations at the Varvarinskoye Project and to achieve the current objectives
and plans for the Varvarinskoye Project.


Due to the length of time that continued discussions with the Lenders required,
and in light of the lack of refinancing alternatives generally available to the
Company as a result of the current global credit and equity market conditions
and the Company's continuing defaults, and with the desire to maximize
shareholder value in the face of alternative scenarios, the Company entered into
a sale and purchase agreement dated June 13, 2009 with Polymetal, a
Russian-based mining company, pursuant to which the Company has agreed, subject
to certain conditions, to sell to Polymetal all of its interest and obligations
in the Varvarinskoye Project.


To date, the Lenders have not taken, nor indicated that they intend to take, any
action in respect of the defaults noted above, due to the previous ongoing
refinancing discussions with the Company and, more recently, due to the ongoing
discussions with the Company and Polymetal regarding the sale of the
Varvarinskoye Project.


In the event that the disposition of the Varvarinskoye Project does not proceed,
the Company will be forced to consider other alternatives (some or all of which
may not be possible), including:


(a) continuing its discussions with the Lenders in order to arrive at a mutually
acceptable solution in respect of the Varvarinskoye Project Debt;


(b) raising funds from equity or mezzanine finance sources; and

(c) suspending operations at the Varvarinskoye Project to attempt to mitigate
further liabilities while searching for other sale or financing alternatives to
preserve shareholder value.


In the event that the sale of the Varvarinskoye Project does not proceed and
alternative sources of financing cannot be secured in a timely manner to satisfy
the Company's obligations under the Debt Facility and the Hedge Contracts, the
Lenders may, at their discretion, demand immediate repayment of all amounts
owing and enforce their security (which includes share and asset pledges
covering the Varvarinskoye Project). In addition, the default provisions under
the Hedge Contracts entitle the hedging counterparties to terminate any open
derivative positions and seek full repayment for all unsettled derivative
obligations. If any such action is taken by either the Lenders or the
counterparties, this could result in the Company losing its interest in the
Varvarinskoye Project.


The Company anticipates that, in the absence of additional waivers or
modification of the terms of the Debt Facility, it will remain unable to meet
its 2009 scheduled repayment obligations, will remain in breach of its repayment
terms and the Permitted Indebtedness Covenants, and is likely to breach
additional covenants under the Debt Facility. While the Company has been
successful in the past in renegotiating the Debt Facility and modifying the
repayment and forward contract obligation terms there under, there can be no
assurance that it will be successful in doing so in the future.


COMMITMENTS

The following table summarises the commitments of the Company as at June 30, 2009:



----------------------------------------------------------------------------
                             2009    2010    2011    2012  2013 +     Total
                           '000 $  '000 $  '000 $  '000 $  '000 $  '  000 $
----------------------------------------------------------------------------

Long-term debt
 (discontinued operations) 60,296       -       -       -       -    60,296
Derivative liabilities
 (discontinued operations) 28,432  29,176  28,091  23,780  29,520   138,999
Lease obligations
 (continued operations)       110       -       -       -       -       110
----------------------------------------------------------------------------



RELATED PARTY TRANSACTIONS

For the six months ended June 30, 2009 and 2008, the Company was party to the
following transactions involving related parties, all of which have been
recorded at the exchange amount:


Dragon Management International Services Limited ("DIS") charged the Company a
total of $41,259 (2008 - $1,573,638) in respect of the provision of office
facilities, general office overheads and re-charged costs incurred on behalf of
the Company, all such costs ceasing as at March 31, 2009. A former Chairman and
director of the Company, beneficially owns DIS.


Endeavour Financial Corp ("EFC") charged the Company a total of $126,463 (2008 -
$3,612,391) in respect of the provision of debt restructuring and consulting
services. A former Chairman and director of the Company, is a shareholder of
EFC.


During the period ended June 30, 2009 the Company was charged $203,231 (2008 -
$110,000) for rent and service charges from Oriel PLC a company for whom the
Executive Chairman was a former director (whom resigned September 19 2008).


As at June 30, 2009, a total of $21,371 (2008 - $30,000) for related parties has
been included in accounts payable.


CORE ASSETS

Subject to the completion of its sale to Polymetal, Orsu's principal asset is
the Varvarinskoye Project. Orsu's other exploration and development projects
include the Karchiga Volcanogenic Massive Sulphide ("VMS") deposit in Kazakhstan
and the Talas and Tokhtazan exploration licence areas in Kyrgyzstan.


- Varvarinskoye Gold-Copper Mine, Kazakhstan - The Varvarinskoye Project is
located in north west Kazakhstan and commenced production of gold dore in
December 2007 and copper-gold concentrate in March 2008. In the second quarter
of 2009, the Varvarinskoye Project produced a total of 527,634 grams (16,939
troy oz) of gold and 1,547 tonnes of copper recovered to concentrate, compared
to a total of 423,627 grams (13,599 troy oz) of gold and 1,743 tonnes of copper
recovered to concentrate during first quarter of 2009. In January 2009, the
Company completed an updated mine plan, including updated mineral reserve and
mineral resource estimates, for the Varvarinskoye Project. The "qualified
person" (as such term is defined in National Instrument 43-101) who supervised
the preparation of, and is responsible for, the 2009 updated mineral reserve and
mineral resource estimates for the Varvarinskoye Project is Mr Stephen Craig,
Managing Director of Orelogy, Australia. The complete technical report
respecting the 2009 updated mineral reserve and mineral resource estimates
(entitled "Varvarinskoye Cu/Au Open Pit Mine, Mine Planning Study" and dated 30
January, 2009) can be viewed under the Company's profile on SEDAR at
www.sedar.com.


- Talas Exploration Licence Area, Kyrgyzstan - The Taldybulak copper-gold
porphyry deposit is the primary exploration property within the Taldybulak-Talas
licence which comprises core assets of the Company in Kyrgyzstan including the
Taldybulak, Kentash, Barkol and Korgontash licences. In April 2008, the Company
completed a National Instrument 43-101 mineral resource estimate. In December
2008, Orsu announced it had signed a joint venture agreement with Gold Fields
for the further exploration and development of the Talas licence area. The
mineral resource estimates at Taldybulak were prepared by Julian Woodcock (Chief
Geologist, Orsu) and under the supervision of Matthew Boyes (Mineral Resources
Manager, Orsu), a 'qualified person' (as defined by National Instrument 43-101).
These results were also reviewed and approved by Wardell Armstrong International
("WAI"). However, WAI has relied upon the data presented by Lero in formulating
its opinion. WAI's complete technical report respecting the mineral resource
estimates at Taldybulak (entitled "Technical Report on the Exploration Licences
Held by Lero Gold Corporation In Kyrgyzstan & Kazakhstan, Central Asia" and
dated May 2008) can be viewed on www.sedar.com.


- Tokhtazan Exploration Licence Area, Kyrgyzstan - The Tokhtazan exploration
licence area is located in the Jalal-Abad Oblast, western Kyrgyzstan and is
covered by two exploration licences, Akdjol and Tokhtazan. Access to the deposit
is via the main Bishkek-Osh bitumen road for 400 km, then 14km on a gravel road.


- Karchiga Copper Project, Kazakhstan - The ("Karchiga" or the "Karchiga
Project") 47.3km2 exploration licence contains the Karchiga VMS deposit. The
Karchiga copper-gold deposit is located in the extreme north east of the
Republic of Kazakhstan, within 40km of the Chinese border and within the Rudny
Altai belt which is ranked in the top four VMS belts in the world. In April
2008, the Company released a National Instrument 43-101 mineral resource
estimate. The mineral resource estimate at Karchiga was prepared by Matthew
Boyes (Mineral Resources Manager, Orsu), a "qualified person" (as defined by
National Instrument 43-101). The mineral resource estimation methodology was
reviewed by WAI. Assays were conducted at the internationally certified Alex
Stewart Lab in Bishkek, Kyrgyzstan. Orsu operates a stringent QA/QC policy that
includes external certified standard samples and blanks in each individual batch
sent for analysis. WAI's complete technical report respecting the mineral
resource estimates at Karchiga (entitled "Technical Report on the Exploration
Licences Held by Lero Gold Corporation In Kyrgyzstan & Kazakhstan, Central Asia"
and dated May 2008) can be viewed on www.sedar.com.


Qualified Person

Mr. Matthew Boyes, who is Mineral Resources Manager for Orsu, and a "qualified
person" (as such term is defined in National Instrument 43-101) has reviewed and
approved the technical information in this press release. Mr Boyes has verified
the data disclosed in this press release in respect of exploration results,
including sampling and analytical data underlying the information.


REVIEW OF OPERATIONS

VARVARINSKOYE GOLD-COPPER MINE, KAZAKHSTAN

Pending completion of the sale of Varvarinskoye to Polymetal, Orsu has continued
operations at Varvarinskoye.


The Varvarinskoye Project is located 130 km southwest of Kostanai in northern
Kazakhstan. The mine produces for sale gold dore and copper-gold concentrate.


Mining and Processing Operations

During the second quarter of 2009, the grinding circuits operated normally.
Although throughput within the leach circuit was hampered by worn lifters in the
semi-autogenous grinding ("SAG") mill, throughput achieved in both the leach and
flotation circuits during this quarter was higher than in any previous quarter.


Gold production during the second quarter of 2009 surpassed that produced in any
previous quarter with 527,634 grams or just less than 17,000 troy ounces.
Limitations in throughput caused by design deficiencies continue to limit
Varvarinskoye's gold production. During the quarter, copper production was
recorded at 1,547 tonnes contained in concentrate which was lower than Q1 2009
and Q4 2008. This reduced production was due to the before-mentioned lower
throughput within the flotation circuit while the grinding circuits operated in
normal mode.


At certain times within the previous two quarters, the flotation circuit
throughput was higher than this period due the use of the large grinding circuit
normally used for the leach circuit. To enable mine management to meet forecast
operating profit, the grinding circuits may at times be switched to maximise the
throughput in the flotation circuit which generates higher return per tonne of
ore. This would allow higher concentrate production compared to what would be
achieved by simply operating the regular circuits. The circuits have been
switched according to feed available from the mine. Copper feed grade during the
second quarter of 2009 was high at 0.98% Cu.


Mining during the second quarter of 2009 continued to be hampered by poor
availability of equipment. In addition to the two large RH120 excavators being
down a total of 800 hours, the 992 loader and the 385 excavators were also down
a total of 1,300 hours, so reducing the availability of the loading fleet by
25%. Major repairs and overhauls were conducted on all of these units.
Availability of trucks was also low during the quarter due to a lack of
available replacement tires. Mining was also hampered due to a lack of required
drills. Two new blast hole drills were shipped from the U.S.A. during the
quarter.


Second Quarter 2009 Production

During the second quarter of 2009, the plant processed a total of 778,792 tonnes
of ore.


A total of 527,634 grams (16,964 troy oz) of gold was produced during the second
quarter of 2009, compared to 423,627 grams (13,620 troy oz) in the first quarter
of 2009. Gold grade of feed to the flotation circuit during the second quarter
of 2009 was 1.25 g/t compared to 1.21 g/t in the first. Copper production during
the second quarter was 1,547 tonnes compared to 1,743 tonnes in the first
quarter. Copper feed grade to the flotation circuit was 0.98% during the quarter
compared to 0.91% in the first quarter. Gold feed grade to the leach circuit was
0.88 g/t in the quarter compared to 0.94 g/t in the first quarter.




Table 1: Varvarinskoye Operating Statistics:
----------------------------------------------------------------------------
Varvarinskoye         2nd       1st       4th       3rd       2nd       1st
 Production       Quarter   Quarter   Quarter   Quarter   Quarter   Quarter
                     2009      2009      2008      2008      2008      2008
----------------------------------------------------------------------------
Mining
----------------------------------------------------------------------------
Total mined
 tonnes         4,256,358 3,672,800 4,281,200 3,930,900 2,319,200 2,738,400
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Processing
----------------------------------------------------------------------------
Flotation
----------------------------------------------------------------------------
Processed
 tonnes           188,695   239,994   295,663   187,603   184,948    62,698
----------------------------------------------------------------------------
Grade Cu %           0.98%     0.91%     0.84%     0.72%     0.99%     0.46%
----------------------------------------------------------------------------
Grade Au g/t         1.25      1.21      1.09      1.11      1.64      0.66
----------------------------------------------------------------------------
Recovery Cu
 to
 concentrate %       83.5%     80.2%     79.3%     82.0%     68.9%     57.6%
----------------------------------------------------------------------------
Recovery Au
 to
 concentrate %       59.2%     50.7%     49.5%     59.0%     51.3%     49.9%
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Leach
----------------------------------------------------------------------------
Processed tonnes  590,097   380,513   391,164   581,060   449,537   173,308
----------------------------------------------------------------------------
Grade Au g/t         0.88      0.94      0.83      0.61      0.60      0.79
----------------------------------------------------------------------------
Recovery Au
 (onto carbon) %     73.1%     75.1%     74.3%     69.5%     66.3%     68.6%
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Metal Produced
----------------------------------------------------------------------------
Concentrate
 tonnes             7,779     9,608    10,334     6,036     6,497     1,105
----------------------------------------------------------------------------
Cu recovered to
 concentrate
 tonnes             1,547     1,743     1,962     1,106     1,259       166
----------------------------------------------------------------------------
Total gold
 produced grams   527,634   423,627   416,175   375,022   349,522   122,979
----------------------------------------------------------------------------
Total gold
 produced ounces   16,964    13,620    13,380    12,057    11,237     3,954
----------------------------------------------------------------------------



Low Cost Project Upgrade

The Company had planned to expand the Varvarinskoye processing plant during 2009
with the addition of a secondary low cost screening and crushing plant which was
expected to significantly increase throughput in the leach and flotation
grinding circuits. However, no progress has been made on the project during the
is initiative to date due to a lack of available capital funds needed to
progress it, as well as the pending sale of Varvarinskoye to Polymetal.
Construction of the project has, accordingly, been suspended. This suspension
will have an impact on forward-looking gold and copper production.


ORSU'S COPPER-GOLD EXPLORATION LICENCES IN KYRGYZSTAN & KAZAKHSTAN

The Company is also exploring and developing several advanced stage gold and
copper deposits in the Tien Shan metallogenic belt in Kyrgyzstan and the Rudny
Altai metallogenic belt in Kazakhstan. The Tien Shan gold belt is host to some
of the world's largest copper-gold porphyries. These exploration projects are
held by Orsu through its wholly-owned subsidiary, Lero.


TALAS EXPLORATION LICENCE AREA, KYRGYZSTAN

The Talas exploration area comprises the core assets of the Company in
Kyrgyzstan including the Taldybulak-Talas, Kentash, Barkol and Korgontash
licences. The primary exploration property is the Taldybulak-Talas copper-gold
porphyry licence.


For avoidance of confusion;

1. The Taldybulak-Talas copper-gold porphyry prospect within the
Taldybulak-Talas exploration licence area is a separate asset from the
Taldybulak Levoberezhny gold deposit previously owned by Central Asia Gold
Limited; and


2. The Talas Copper Gold Limited Liability Company, holder of the
Taldybulak-Talas licence, is a separate company from Talas Gold Mining Company,
which was the owner of the Jerooy Gold Project.


TALDYBULAK-TALAS LICENCE

(100% owned by Orsu via Talas Copper Gold LLP)

Targeted Mineralisation

Copper-gold porphyry and high sulphidation gold mineralisation is associated
with Late Ordovician dioritic-dacitic stocks, intruding Lower Ordovician
intermediate volcaniclastics. The Taldybulak-Talas copper-gold porphyry deposit
was discovered during the Soviet era, but had been subject to limited
exploration.


Gold Fields Exploration Partnership

On 3 December 2008 Orsu announced the signing of a joint venture agreement (the
"JV agreement") with Gold Fields for the further exploration and development of
the Talas licence area, north west Kyrgyzstan. Gold Fields has become the
project operator and Gold Fields has reimbursed Orsu for all exploration
expenditures incurred since March 2008 (approximately $3.5 million), as part of
the agreed program and budget.


Under the JV agreement, Gold Fields has the right to:

- During Phase One: earn up to a 60% interest in the joint venture company which
is the indirect owner of the Taldybulak-Talas, Barkol, Kentash and Korgontash
properties in the Talas region by funding exploration expenditures of CAD$10
million;


- During Phase Two: increase its effective interest in the project by a further
10% (to a total of 70%) by funding the lesser of (i) exploration expenditures of
up to a further CAD$10 million, or (ii) exploration expenditures required to
complete a feasibility study, pursuant to approved programmes and budgets; and


- After Phase Two: act as lead arranger to obtain any further project financing
for the project development, for which Gold Fields will receive a 1.5%
arrangement fee. Gold Fields and Orsu will otherwise contribute to the project
requirements on a pro-rata basis through to project development.


Phase One will conclude no later than 13 August, 2010. During Phase One, the
funding will be focused on exploration work in all Talas licence areas with an
emphasis on further defining known mineralised systems and their strike
extensions. In addition, Gold Fields is due to complete an in-house scoping
study of the Taldybulak-Talas deposit in the Taldybulak licence during 2009.
Phase Two will continue for an additional period of up to three years after
completion of Phase One and will include the provision to include additional
mineral resources in the case of further exploration success in the Talas
project area.


Exploration Update

The previously announced 2008 / 2009 drilling programme which is intended to
better delineate the extent and geometry at Taldybulak Central and assess the
additional tonnage potential through the testing of peripheral targets of the
central high grade core is underway. An overall exploration expenditure of
CAD$7.8 million is budgeted for the exploration of the Talas exploration area in
2009, all of which will be funded by Gold Fields.




Table 2: Proposed 2008-2009 Drilling Programme Within the Taldybulak-Talas
Exploration Licences
----------------------------------------------------------------------------
Licence                                                            Proposed
 Area          Purpose  Target                                       Metres
----------------------------------------------------------------------------
             Drill out  Taldybulak Central                           7,000m
           -----------------------------------------------------------------
Taldybulak Exploration  Taldybulak West extension & Taldybulak
                         Central deeps                               2,000m
           -----------------------------------------------------------------
           Exploration  Taldybulak East                              2,000m
----------------------------------------------------------------------------
Barkol     Exploration  Taldybulak West IP Anomaly                   3,000m
----------------------------------------------------------------------------
           Exploration  Taldybulak East extension in to Mag &
                         IP Anomaly                                    800m
           -----------------------------------------------------------------
Kentash    Exploration  Lower Kentash (Dzhangiturmish SE extension)
                         SW Soils & IP Anomaly                       1,000m
           -----------------------------------------------------------------
           Exploration  Kokkiya                                        400m
----------------------------------------------------------------------------
Korgontash Exploration  Tokhtonnisai                                   800m
----------------------------------------------------------------------------
TOTAL                                                               17,000m
----------------------------------------------------------------------------



As at the date of this press release, a total of 14,881m have been drilled,
representing 88% of the initially planned 17,000m drill programme. A total of
11,572 samples have been delivered to the Alex Stewart laboratory, (Karabalta,
Kyrgyzstan) for elemental analysis, of which 11,442 assay results or 98% of
submitted samples have been received. For on-going core sampling, 9,599 samples
have been delivered to the lab for elemental analysis with full results for
9,469 samples (98.6%).


BARKOL LICENCE

(100% owned by Orsu via Talas Copper Gold LLP)

Targeted Mineralisation

Copper-gold porphyry mineralisation

Exploration Update

During the first quarter of 2009, the Company undertook limited drill testing
and further geophysical investigations within the Barkol licence area. During
2009, the Company is planning following up of anomalies detected during the 2007
induced polarisation ("IP") geophysical survey and soil geochemical sampling
programmes.


Regional exploration work was undertaken within the second quarter of 2009 and
included the assessment of several new exploration prospects within the Barkol
licence. Several new valid prospects were recognised within the north western
corner of the Barkol-Chonur area and occur in the same structure as the
Taldybulak prospect. Further assessment of these areas is scheduled for the
second half of 2009.


KORGONTASH LICENCE

(100% owned by Orsu via Talas Copper Gold LLP)

Targeted Mineralisation

Palaeozoic copper-gold porphyry and associated skarn and quartz vein hosted
mineralisation.


Exploration Update

In the third quarter of 2008, a 15 km2 ground magnetic survey over the north
west extents of the Korgontash licence was completed. The presence of magnetic
highs to the west of the Aktash exclusion zone indicates potential for
additional skarn type mineralisation as well as a potential deeper-seated
magnetic intrusive. Follow up work with additional IP lines mainly focused on
the area west of the Aktash exclusion zone is planned for 2009.


KENTASH LICENCE

(100% owned by Orsu via Talas Copper Gold LLP)

Targeted Mineralisation

Palaeozoic copper-gold porphyry and associated skarn and quartz vein hosted
mineralisation.


Exploration Update

Limited work has been performed on the Kentash licence to date, however stream
sediment geochemistry completed during 2006 returned high copper and gold
values, indicating potential for further occurrences of mineralisation along the
corridor linking Andash and Taldybulak.


During 2007 Lero completed a widely-spaced soil geochemical survey over the
entire Kentash licence which returned gold, copper and molybdenum anomalies
within three areas. In addition, a widely-spaced IP survey during 2007 revealed
chargeability anomalies in the central part of the licence. These anomalies are
due to be further assessed during 2009.


During the third quarter of 2008 three pole-dipole induced polarisation
("PD-IP") lines totalling 9.55 km were completed in the Kentash licence over the
south west anomaly. At the end of the fourth quarter 2008 assays were received
for Kentash soil sampling programme. A comprehensive review is due to be
undertaken during 2009 to ascertain if any new geochemical targets can be
identified. During Q1 2009, the Company undertook limited drill testing of the
licence area.


TOKHTAZAN EXPLORATION LICENCE AREA, KYRGYZSTAN

Tokhtazan Licence

(100% owned by Orsu via Oriel in Kyrgyzstan LLP)

Exploration Update

Within the 2008 / 2009 exploration programme, works undertaken within the
Tokhtazan licence included 1,540 m3 of trenching and road cutting, with 640
samples being collected.


In total, 3,102 samples have been delivered to the Alex Stewart laboratory,
(Karabalta, Kyrgyzstan) for analysis. All core drilled has been sampled and all
results received for diamond drilling.


An exploration programme including trenching, geophysics and drilling, is being
implemented for the Tokhtazan project area. In 2009, the Company has a work
commitment to drill 2,200m within the licence.


Akdjol Licence

(100% owned by Orsu via Oriel in Kyrgyzstan LLP)

Exploration Update

Within the ongoing 2008 / 2009 exploration programme, the Company performed
3,140 m3 of trenching and road cut sampling, with some 2,532 samples collected.
The 2008 works identified a previously unknown Cu-Au anomalous zone.


An exploration programme including trenching, geophysics and drilling, is being
implemented for the Akdjol project area. In 2009, the Company has a work
commitment to drill 1,000m within the licence.


KARCHIGA EXPLORATION LICENCE, KAZAKHSTAN

Karchiga Project

(70% owned by Orsu via GRK MLD LLP)

Targeted Mineralisation

Copper VMS

Exploration Update

Drilling works within the 2008 / 2009 exploration programme focused on the
Central and North East lodes of the Karchiga Project. The primary scope of the
2008 / 2009 programme is designed to upgrade the previously reported mineral
resource estimate at the Karchiga Project to Measured and Indicated categories
under National Instrument 43-101.


Further to information provided within the first quarter 2009 MD&A metallurgical
test work on Karchiga sulphide ores is continuing. Orsu will provide an update
in due course.




Orsu Metals Corporation
Consolidated Balance Sheets
For the Period Ended 30 June 2009 (Unaudited) and 2008
----------------------------------------------------------------------------

                                        June 30, 2009     December 31, 2008 
                                                    $                     $

Assets

Current assets
Cash and cash equivalents                       2,300                 6,200
Other assets                                    1,572                 1,296
Current assets related to discontinued
 operations                                    29,324                26,280
                                        --------------    ------------------

                                               33,196                33,776

Property, plant and equipment                  28,341                28,827

Net investment in oil and gas residual
 interests                                        884                   884

Long term assets related to
 discontinued operations                       43,970                43,170
                                        --------------    ------------------

                                              106,391               106,657
                                        --------------    ------------------
                                        --------------    ------------------

Liabilities

Current liabilities
Accounts payable and accrued liabilities        3,508                 2,644
Current liabilities related to
 discontinued operations                      182,508                99,768
                                        --------------    ------------------

                                              186,016               102,412

Future income tax                               6,877                 6,877

Long term liabilities related to
 discontinued operations                       13,735               106,130
                                        --------------    ------------------

                                              206,628               215,419
                                        --------------    ------------------

Shareholders' Deficiency

Share capital                                 361,440               361,440

Share purchase warrants                        48,650                48,650

Share purchase options                         19,800                19,000

Contributed surplus                             3,477                 2,715

Deficit                                      (533,604)             (540,567)
                                        --------------    ------------------

                                             (100,237)             (108,762)
                                        --------------    ------------------

                                              106,391               106,657
                                        --------------    ------------------
                                        --------------    ------------------

Going concern

Commitments

Contingencies



Orsu Metals Corporation
Consolidated Statements of Operations, Comprehensive Loss and Deficit
For the Period Ended 30 June 2009 and 2008 (Unaudited)
----------------------------------------------------------------------------

                     Three months ended June 30    Six months ended June 30

                                 2009      2008              2009      2008
                                    $         $                 $         $

(Expenses)/ income
General and
 administrative                (2,514)   (7,710)           (4,074)   (9,216)
Exploration                      (158)      (60)             (373)      (59)
Stock-based
 compensation                    (762)     (109)           (1,562)     (247)
Interest expense                    -         -               (67)     (344)
Interest income                    37     1,392                38       223
Foreign exchange
 (losses)/ gains                  347       383               (42)     (357)
                    ----------------------------   -------------------------
Loss from continuing
 operations                    (3,050)   (6,104)           (6,080)  (10,000)

Net (loss)/ profit
 from discontinued
 operations                     5,755   (10,937)          (19,500)  (44,987)

                    ----------------------------   -------------------------
(Loss)/ profit and
 comprehensive
 (loss)/ profit for
 the period                     2,705   (17,041)          (25,580)  (54,987)
                    ----------------------------   -------------------------

Deficit - Beginning
 of period - as
 previously stated           (568,852) (255,901)         (540,567) (217,955)

Adjustment on
 adoption of EIC 173           32,543         -            32,543         -

Deficit - Beginning
 of period
 - Restated                  (536,309)        -          (508,024) (217,955)
                    ----------------------------   -------------------------

Deficit - End of
 period                      (533,604) (272,942)         (533,604) (272,942)
                    ----------------------------   -------------------------
                    ----------------------------   -------------------------

(Loss) per common
 share
(Loss) per common
 share from
 Continued
 Operations                    $(0.01)   $(0.02)           $(0.01)   $(0.03)
(Loss)/ gain per
 common share after
 Discontinued
 Operations                     $0.01    $(0.05)           $(0.06)   $(0.18)
                    ----------------------------   -------------------------
                    ----------------------------   -------------------------

Weighted average
 number of common
 shares
Basic and diluted             456,959   313,829           456,959   313,829
                    ----------------------------   -------------------------
                    ----------------------------   -------------------------



Orsu Metals Corporation
Consolidated Statements of Cash Flows
For the Period Ended 30 June 2009 and 2008 (Unaudited)
----------------------------------------------------------------------------

                        Three months to June 30       Six months to June 30
Cash flows from                  2009      2008              2009      2008
 operating activities               $         $                 $         $
Loss for the period from
 continuing activities         (3,050)   (6,104)           (6,080)  (10,000)
Items not affecting
 cash
 Depreciation,
  amortization and
  deferred finance
  charges                          61        21               103        22
 Stock-based
  compensation                    762        27             1,562       165
 Unrealized foreign
  exchange loss                     -      (122)                -       562
 Warrants issued
  to agents                         -       186                 -       186
                        ------------------------       ---------------------
                               (2,227)   (5,992)           (4,415)   (9,065)

Change in non-cash
 working capital
 Increase in accounts
  receivable and other
  assets                          333      (244)             (275)      140
 Increase in accounts
  payable and accrued
  liabilities                   1,193     5,295             1,050     3,555
                        ------------------------       ---------------------
Cash flows used in
 continuing operations           (701)     (941)           (3,640)   (5,370)

Cash flows (used)/ from
 investing activities
 Expenditures on
  property, plant and
  equipment                      (260)        -              (260)        -
 Acquisition of Lero,
  net of cash acquired              -    20,705                 -    21,034
                        ------------------------       ---------------------
Cash flows used in
 investing activities            (260)   20,705              (260)   21,034

Cash flows from/ (used)
 in financing activities
 Proceeds from exercise
  of stock options                  -       232                 -     1,222
 Proceeds from debt                 -     5,000                 -     5,000
 Funding to
  discontinued operation            -   (21,297)                -   (35,845)
 Lero cash advances to
  EMC pre-acquisition               -    25,000                 -    25,000
 Repayment of debt                  -    (5,000)                -    (5,000)
                        ------------------------       ---------------------
Cash flows from/ (used)
 in financing activities            -     3,935                 -    (9,623)

(Decrease) increase in
 cash and cash
 equivalents for
 continuing operations:-
------------------------
------------------------
 Continuing operations           (961)   23,699            (3,900)    6,041
                        ------------------------       ---------------------
                        ------------------------       ---------------------
 Discontinuing
  operations                    3,539     3,844             3,119     3,016

Cash and cash
 equivalents - Beginning
 of period:-
------------------------
------------------------
 Continuing operations          3,261     5,147             6,200    22,805
                        ------------------------       ---------------------
                        ------------------------       ---------------------
 Discontinuing
  operations                    1,154     1,617             1,574     2,445

Cash and cash
 equivalents - End of
 period :-
---------------------
---------------------
 Continuing operations          2,300    28,846             2,300    28,846
                        ------------------------       ---------------------
                        ------------------------       ---------------------
 Discontinuing
  operations                    4,693     5,461             4,693     5,461

                        ------------------------       ---------------------
Consolidated cash and
 cash equivalents at
 end of period                  6,993    34,307             6,993    34,307
                        ------------------------       ---------------------
                        ------------------------       ---------------------



FORWARD LOOKING INFORMATION

This press release contains or refers to forward-looking information. All
information, other than information regarding historical fact that addresses
activities, events or developments that the Company believes, expects or
anticipates will or may occur in the future is forward-looking information. Such
forward-looking information includes, without limitation the Company's planned
disposition of the Varvarinskoye Project and related debt obligations; the
structure and timing of the proposed sale of the Varvarinskoye Project to
Polymetal and the other transactions contemplated in connection therewith,
including (but not limited to) the novation of the Hedge Contracts, the release
of the Company as guarantor under the Varvarinskoye Project Debt, the
inter-company debt reorganization, the acquisition by Polymetal of all of the
issued and outstanding share capital of Three K, the transfer of Three K's
subsidiaries; the ability of the Company to ensure that the business of JSCV is
conducted in the ordinary course of business until completion of the disposition
of the Varvarinskoye Project; the Company's intended use of the proceeds raised
from the sale of the Varvarinskoye Project; anticipated alternatives in the
event that the disposition of the Varvarinskoye Project does not proceed
(including, the ability to resume discussions with the Lenders and arrive at a
mutually acceptable solution in respect of the Varvarinskoye Project Debt, raise
alternative funds, and suspend operations at Varvarinskoye and the effect that
same would have on further liabilities); 

the consequences of failing to proceed with the sale of the Varvarinskoye
Project or obtaining other sources of financing; the possibility of the Company
losing its interest in the Varvarinskoye Project; the Board's expectations with
respect to the viability of alternatives to the disposition of the Varvarinskoye
Project; estimates relating to the level of additional capital required to
maintain continued operations at the Varvarinskoye Project and to achieve
current plans and objectives; the Company's estimate that the Varvarinskoye
Hedge represents approximately 57% of the gold production during the remaining
term of the Debt Facility and 28% of the current estimate of probable reserves
of gold at Varvarinskoye; the impact of suspended construction on copper and
gold production at Varvarinskoye; estimates relating to the final settlement
prices of copper; the ability of the Company to meet its obligations as they
become due and to generate sufficient cash flows from mining operations to meet
its obligations; the estimated life of mine of Varvarinskoye and reductions in
respect thereof as well as the expected lives of its assets; the Company's
expectations with respect to its planned operations during 2009 and its
projects; the anticipated timing for completion of the Taldybulak-Talas scoping
study; completion of the follow-up work at Korgontash; the expected timing of
the commencement of investigations of the anomalies identified at Barkol and
Kentash; development and operational plans and objectives; the Company's
expectation of financial support and the timing amount and use of same with
respect to the joint venture agreement Gold Fields with respect to the Barkol,
Kentash, Taldybulak and Korgontash licences; the potential for additional
mineralisation and deep-seated magnetic (intrusion) at Korgontash;

the proposed work programs for the Company's exploration properties and their
respective timing; the proposed meters to be drilled at Taldybulak; the
potential for further occurrences of mineralization at Kentash; the planned
comprehensive review at Kentash to determine if new geochemical targets can be
identified; expectations regarding the upgrading of the mineral resource
categories of the Karchiga Project to Measured and Indicated; the potential for
a joint venture with Gold Fields; the timing and planned provision of an update
regarding metallurgical test-work at Karchiga; inaction by the Lenders in
respect of the Company's defaults under the Debt Facility; the Company's
forecast that, in the absence of additional waivers or modifications of the
terms of the Debt Facility, it will be unable to meet its scheduled repayment
terms, will remain in breach of its repayment obligation and Permitted
Indebtedness Covenants and is likely to breach additional covenants; current
long-term copper and gold pricing forecasts; the impact of certain changes in
accounting policies; estimates relating to critical accounting policies; the
Company's plans with respect to the conversion to IFRS, including the Company's
expected timing for implementing same and the development of an effective plan;
the continuation of assessments relating to resource and training requirements;
the Company's plans with respect to the preparation of more complete disclosure
of the implementation of IFRS exceptions and exemptions as well as the impact of
IFRS on amongst other things the Company's accounting policies, information
technology and data systems; and the Company's plans for adopting and/or
implementing changes to accounting policies; and the Company's expectations with
respect to pursuing new opportunities.


The forward-looking information in this press release reflects the current
expectations, assumptions or beliefs of the Company based on information
currently available to the Company. With respect to forward looking information
contained in this press release, the Company has made assumptions regarding,
among other things, the treatment of the Varvarinskoye Project as discontinued
operations, the satisfaction or waiver of the conditions precedent to the
disposition of the Varvarinskoye Project, ability to continue refinancing
discussions with the Lenders, the prospects of raising funds from equity or
mezzanine finance sources, the viability of alternatives to the sale of the
Varvarinskoye Project, the Company's ability to generate sufficient cash flow
from operations and capital markets to meet its future obligations following the
disposition of the Varvarinskoye Project, the effectiveness of the Company's
design relating to the implementation, the duration of the Company's financial
instruments and other assumptions relating to the Company's critical accounting
policies, the regulatory framework in Kazakhstan and Kyrgyzstan with respect to,
among other things, permits, licences, authorisations, royalties, taxes and
environmental matters, and the Company's ability to continue to obtain qualified
staff and equipment in a timely and cost-efficient manner to meet the Company's
demand.


Forward-looking information is subject to a number of risks and uncertainties
that may cause the actual results of the Company to differ materially from those
discussed in the forward-looking information, and even if such actual results
are realised or substantially realised, there can be no assurance that they will
have the expected consequences to, or effects on, the Company.


Factors that could cause actual results or events to differ materially from
current expectations include, but are not limited to: the grade and recovery of
ore which is mined varying from estimates; the nature of mineral exploration and
mining; capital and operating costs varying significantly from estimates;
inflation; changes in exchange and interest rates; adverse changes in commodity
prices; the ability to obtain required financing; adverse general market
conditions; the Company's inability to complete the transaction with Polymetal
for any reason whatsoever, including (but not limited to) as a result of the
parties failing to satisfy all conditions precedent to the completion of the
sale, including (but not limited to) the parties' respective ability to obtain
all required regulatory approvals, the failure to enter into a definitive
arrangement with the Lenders with respect to the restructuring of payments under
the Debt Facility and Hedge Contracts, the failure to obtain the approval of the
disposition of the Varvarinskoye Project from ECIC or to meet any of the other
conditions to the completion of the proposed transactions; the inherent risks
associated with the use of derivatives; inability to delineate additional
mineral resources or reserves; future unforeseen liabilities and other factors
including, but not limited to, those listed under "Risk and Uncertainties" in
the MD&A.


Any forward-looking information speaks only as of the date on which it is made
and, except as may be required by applicable securities laws, the Company
disclaims any intent or obligation to update any forward-looking information,
whether as a result of new information, future events or results or otherwise.
Although the Company believes that the assumptions inherent in the
forward-looking information are reasonable, forward-looking information is not a
guarantee of future performance and accordingly undue reliance should not be put
on such information due to the inherent uncertainty therein.


Any mineral resource and mineral reserve figures referred to in this press
release are estimates and no assurances can be given that the indicated levels
of minerals will be produced. Such estimates are expressions of judgment based
on knowledge, mining experience, analysis of drilling results and industry
practices. Valid estimates made at a given time may significantly change when
new information becomes available. While the Company believes that the mineral
resource and mineral reserve estimates in respect of its properties are well
established, by their nature mineral resource and mineral reserve estimates are
imprecise and depend, to a certain extent, upon statistical inferences which may
ultimately prove unreliable. If such mineral reserve and mineral resource
estimates are inaccurate or are reduced in the future, this could have a
material adverse impact on the Company. Due to the uncertainty that may be
attached to inferred mineral resources, it cannot be assumed that all or any
part of an inferred mineral resource will be upgraded to an indicated or
measured mineral resource as a result of continued exploration.


Additional information about the risks and uncertainties of the Company's
business is provided in its disclosure materials, including its Annual
Information Form, dated April 24, 2009 (the "Annual Information Form") available
under the Company's profile on SEDAR at www.sedar.com.


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1 Month Disenco Energy Plc (Tier2) Chart

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