KZX

NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES


Kazax Minerals Inc. ("Kazax" or the "Company") (TSX VENTURE:KZX) announces that
it intends to complete, subject to the approval of the TSX Venture Exchange (the
"Exchange"), a non-brokered private placement (the "Private Placement") for Cdn
$3,200,000 in aggregate principal amount of convertible unsecured non-interest
bearing debentures (the "Debentures"). The Debentures will be direct, unsecured
obligations of the Company, ranking equally with all other unsecured
indebtedness of the Company.


The Debentures will mature and become payable on the date that is three years
from the date of issuance (the "Maturity Date"). Upon receipt of (i) all
necessary approvals from the Kazakh Ministry of Industry and New Technologies;
and (ii) approval by the requisite majority of shareholders of the Company on or
before the Maturity Date for the Debentures, the principal amount of the
Debentures will automatically be converted into units of the Company (the
"Units"); provided, however, (iii) that the Debentures will only be converted
into Units where such conversion would not result in a reduction in the existing
percentage of common shares of the Company held by persons other than insiders
or their associates and affiliates and not subject to resale restrictions. 


The conversion of the Debentures into Units shall be at a conversion price of:
(i) Cdn $0.05 per Unit if conversion occurs within the first year of issuance;
and (ii) Cdn $0.10 per Unit if conversion occurs within the following two years.
In certain circumstances, the conversion price may be greater than Cdn $0.05 or
Cdn $0.10, respectively, if the Company has announced a positive change
concerning its resources prior to conversion.


Each Unit will be comprised of one common share (a "Share") of the Company and
one-half of one share purchase warrant, with each whole warrant (a "Warrant")
exercisable to purchase one additional common share of the Company (a "Warrant
Share") at an exercise price of Cdn $0.10 for a period of three years from the
date of issuance of the Debentures. In the event that the closing price of the
common shares of the Company on the Exchange is equal to or exceeds Cdn $1.00
for a period of 10 consecutive trading days (the "Acceleration Event"), the
Warrants will expire on the date which is 90 calendar days after the Company
provides notice that the Acceleration Event has occurred.


The Debentures, and any Shares, Warrants and Warrant Shares issued upon
conversion of the Debentures or exercise of the Warrants, will be subject to a
hold period expiring four months and one day from the date the Debentures are
issued. The proceeds of the Private Placement will be used for general working
capital purposes.


Participation by Insiders

The Private Placement will be considered a related party transaction as insiders
are currently expected to subscribe for the Debentures to be issued pursuant to
the Private Placement. As such, approval by shareholders of the Company other
than the respective insiders is required before the respective Debentures will
convert into Units. The material change report in relation to this transaction
may be filed less than 21 days before closing as the Company intends to complete
the Private Placement as soon as is commercially feasible.


For further information on Kazax, readers are invited to review additional
corporate and property information available on the Company's website
(www.kazaxmineralsinc.com) and to Canadian regulatory filings on SEDAR at
www.sedar.com.


ON BEHALF OF THE BOARD

Trevor Campbell Smith, President & CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.


Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of
the United States Private Securities Litigation Reform Act of 1995 and "forward
looking information" within the meaning of the British Columbia Securities Act
and the Alberta Securities Act. Specifically, there can be no assurance that the
Private Placement will be completed as proposed. Generally, the words "expect",
"intend", "estimate", "will" and similar expressions identify forward-looking
information. By their very nature, forward-looking statements are subject to
known and unknown risks and uncertainties that may cause our actual results,
performance or achievements, or that of our industry, to differ materially from
those expressed or implied in any of our forward looking information. Statements
in this press release regarding Kazax's business or proposed business, which are
not historical facts, are forward-looking information that involve risks and
uncertainties, such as estimates and statements that describe Kazax's future
plans, objectives or goals, including words to the effect that Kazax or
management expects a stated condition or result to occur. Since forward-looking
statements address events and conditions, by their very nature, they involve
inherent risks and uncertainties. Actual results in each case could differ
materially from those currently anticipated in such statements. Investors are
cautioned not to place undue reliance on forward-looking statements, which speak
only as of the date they are made. All of the Company's Canadian public
disclosure filings may be accessed via www.sedar.com and readers are urged to
review these materials, including the technical reports filed with respect to
the Company's mineral properties. The foregoing commentary is based on the
beliefs, expectations and opinions of management on the date the statements are
made. The Company disclaims any intention or obligation to update or revise
forward-looking information, whether as a result of new information, future
events or otherwise.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Kazax Minerals Inc.
+7 7172 99 05 49
info@kazaxmineralsinc.com
www.kazaxmineralsinc.com

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