Mangazeya Mining : Announces the Consolidation of Group’s Debt

NEWS RELEASE

Mangazeya Mining Ltd. Announces the Consolidation of Group's Debt

TORONTO, ONTARIO, November 24, 2015 - Mangazeya Mining Ltd. ('Mangazeya' or the 'Company', formerly known as 'White Tiger Gold Ltd.') (NEX: MGZ.H) announces that the debt of its subsidiary Diascia Investment Limited ('Diascia') to Sezaria Ltd ('Sezaria') of USD 27,843,171.07; the debt of Diascia to Unique Goals International Ltd ('Unique') of USD 1,816,018.02 and the debt of Diascia to Unique under the Facility Loan Agreement for an up to USD 150,000,000.00 to be consolidated within Mangazeya Mining Ltd.

I. Assignment of Sezaria's rights to Faith Union Industries Ltd

On March 28, 2013 Diascia (Borrower) entered into a Loan agreement with Sezaria (Creditor) for the amount of USD 2,340,765.00. The Loan agreement was amended on June 3, 2013, on September 15, 2013, on December 31, 2013 and finally on December 31, 2014 with a sole purpose of extending the repayment date until June 30, 2016 (the 'Loan 1'). The principal amount of the Debtor's liability is USD 1,667,119.06 and interest amount, as of November 24, 2015, USD 665,934.13.

On June 26, 2013 Diascia (Borrower) entered into a Loan agreement with Sezaria (Creditor) for the amount of USD 2,389,860.75. The Loan agreement was amended on September 15, 2013, on December 31, 2013, on and finally on December 31, 2014 with a sole purpose of extending the repayment date until June 30, 2016 (the 'Loan 2'). The principal amount of the Debtor's liability is USD 2,389,860.75 and interest amount, as of November 24, 2015, USD 865,260. 54.

On September 26, 2013 Diascia (Borrower) entered into a Loan agreement with Sezaria (Creditor) for the amount of USD 2,388,805.3. The Loan agreement was amended on December 31, 2013, on and finally on December 31, 2014 with a sole purpose of extending the repayment date until June 30, 2016 (the 'Loan 3'). The principal amount of the Debtor's liability is USD 2,388,805.30 and interest amount, as of November 24, 2015,USD 774,603.90.

As of November 24, 2015 the total amount of debt under the Loan 1, Loan 2 and Loan 3 totals to USD 8,751,583. 68 (the 'Loans').

On October 12, 2015, Diascia and Sezaria signed the Assignment Agreement № MM-12/10/15 whereby Sezaria assigns and Diascia accepts Sezaria's monetary claims under the Loan agreement N 07 dated 04.07.2013, Loan agreement N 12 dated 05.12.2013, Loan agreement N 2014-01 dated 21.01.2014, Loan agreement N 2014-02 dated 18.03.2014, Loan agreement N 2014-04 dated 24.04.2014, Loan agreement N 2014-07 dated 10.09.2014, Loan agreement N 2014-12 dated 20.12.2014 for its wholly owned subsidiary Mangazeya Mining Limited Liability Company (formerly - Ildikanzoloto LLC) (the 'Assignment Agreement'). Under the Assignment Agreement Sezaria remains the creditor and Diascia becomes the new debtor for the total amount of USD 19,091,587.38.

As of November 24, 2015 the total amount of Diascia's debt to Sezaria arising out of the Loans and Assignment Agreement comprises USD 27,843,171.06 (the 'Total Debt').

On November 24, 2015 Diascia agreed to assign to and Mangazeya agreed to accept all debtor's rights and obligations arising out of the Assignment Agreement and Loans by entering into the Master Debt Restructuring Agreement as the old and new debtors respectively. On November 24, 2015 Sezaria agreed to transfer all of its creditor's rights and obligations to and Faith Union Industries Ltd ('Faith') agreed to accept all of the creditor's rights and obligations arising out of the Assignment Agreement and Loans by entering into the Master Debt Restructuring Agreement as the old and new creditors. Because of entering into the Master Debt Restructuring Agreement, Faith became the new creditor and Mangazeya became the new debtor. Diascia shall be able to pay the amount of the Total Debt to Mangazeya by way of set-off or another way in accordance with the BVI laws.

About Faith Union Industries Ltd.

Faith Union Industries Ltd. is a company beneficially owned, directly or indirectly, by Mr. Sergey Yanchukov, the Chief Executive Officer and controlling shareholder of the Company. By virtue of Mr. Yanchukov's status as an insider of the Company, the entering into Master Debt Restructuring Agreement constitutes a related party transaction under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ('MI 61-101'). However, pursuant to paragraph 5.4 of MI 61-101, a formal valuation is not required as the transaction does not fall under paragraphs (a) through (g) of the definition of a 'related party transaction'. In addition, pursuant to paragraph 5.7(f), an exemption for minority approval requirements for a related party transaction is available to the Company as the Master Debt Restructuring Agreement is received from a related party on reasonable commercial terms that are not less advantageous to the Company than if the loan or credit facility were obtained from a person dealing at arm's length with the issuer, and the loan, or each advance under the credit facility, as the case may be, is not:

(a) convertible, directly or indirectly, into equity or voting securities of the issuer or a subsidiary entity of the issuer, or otherwise participating in nature; or
(b) repayable as to principal or interest, directly or indirectly, in equity or voting securities of the issuer or a subsidiary entity of the issuer.

Since the Master Debt Restructuring Agreement constitutes a related party transaction, the Company's board of directors (the 'Board') formed a special committee (the 'Special Committee') comprised of independent director for the purpose of reviewing and approving the terms of the Master Debt Restructuring Agreement. After its review, the Special Committee recommended that the Board approve of the Master Debt Restructuring Agreement. The Board then passed a resolution approving of the Company entering into the Bridge Loan amending agreement.

About Sezaria Ltd

Sezaria Ltd is a company beneficially owned, directly or indirectly, by Mr. Sergey Yanchukov, the Chief Executive Officer, Director and controlling shareholder of the Company.

II. Assignment of Debt under the Loan agreements

UNIQUE LOANS

On April 10, 2013 Diascia (debtor) entered into Loan agreement with Unique Goals International Ltd ('Unique') (creditor) for the amount of USD 217,206.38. The Loan agreement was amended on September 15, 2013, on December 31, 2013 and finally on December 31, 2014 (the 'Loan 4'). The principal amount of the Debtor's liability is USD 217,206.38 and interest amount, as of November 24, 2015, is USD 83,066.31.

On October 7, 2013 Diascia (debtor) entered into Loan agreement with Unique (creditor) for the amount of USD 1,114,641.26. The Loan agreement was amended on October 07, 2013 (the 'Loan 5'). The principal amount of the Debtor's liability is USD 1,114,641.26 and interest amount, as of November 24, 2015, USD 356,379.82 USD.

On December 2, 2013 Diascia (debtor) entered into a Loan agreement with Unique (creditor) for the amount of USD 36,000.00 (the 'Loan 6'). The principal amount of the Debtor's liability is USD 36,000.00 and interest amount, as of November 24, 2015, USD 8,724.25.

As of November 24, 2015 the total amount of debt under the Loan 4, Loan 5, Loan 6 totals to USD 1,816,018.02 ('Unique Loans Debt').

On November 24, 2015 Diascia agreed to assign to and Mangazeya Mining Ltd ('Mangazeya') agreed to accept all debtor's rights and obligations arising out of the Loan 4, Loan 5, Loan 6 by entering into the Debt Assignment Agreement as the old and new debtors respectively. As a result of entering into the Debt Assignment Agreement Mangazeya became the new debtor. Diascia shall be able to pay the amount of the assigned total amount of debt to Mangazeya by way of set-off or other way in accordance with the BVI law.

Assignment of Debt under the VTB Facility Loan to the Company

On 2 February 2012 the Diascia (Borrower) and VTB Capital Plc entered into the Facility Loan Agreement for to an up to USD 150,000,000; On March 7, 2012, the Borrower and VTB Capital Plc entered into the Deed of Amendment and Restatement relating to the Facility Agreement for an up to USD 150,000,000; On 3 October 2013 VTB Capital Plc and Unique Goals International Ltd (as Successor Security Agent and Lender) entered into the Assignment Agreement; On 7 October 2013 Unique Goals International Ltd entered into the Amendment Agreement with the Borrower amending certain provisions of the Facility Agreement; On October 1, 2015 Diascia Investments Limited and Unique Goals International Ltd agreed to amend the Repayment of Loans and Interest repayment terms and date to December 31, 2020 under the Facility Agreement. On November 24, 2015 the Company agreed to accept all and any Diascia's obligations (the 'Facility Loan Debt') before Unique Goals International Ltd under the Facility Loan Agreement. The principal amount of the debtor's liability under the Facility Agreement is USD 59,000,000.00, interest amount, as of November 24, 2015, is USD 17,066,285.91 and commitment fee, as of November 24, 2015, is USD 1,134,583.31. The total amount of Facility Loan Debt, as of November 24, 2015, is USD 77,200,869.22 ('Assignment Facility Debt Agreement'). Diascia shall be able to pay the amount of the Facility Loan Debt to Mangazeya by way of set-off or another way in accordance with the BVI laws.

About Unique Goals International Ltd.

Unique Goals International Ltd. is a company beneficially owned, directly or indirectly, by Mr. Sergey Yanchukov, the Chief Executive Officer and controlling shareholder of the Company. By virtue of Mr. Yanchukov's status as an insider of the Company, the entering into the Debt Assignment Agreement and the Assignment Facility Loan Agreement constitutes a related party transaction under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ('MI 61-101'). However, pursuant to paragraph 5.4 of MI 61-101, a formal valuation is not required as the transaction does not fall under paragraphs (a) through (g) of the definition of a related party transaction.

In addition, pursuant to paragraph 5.7(f), an exemption for minority approval requirements for a related party transaction is available to the Company as the Debt Assignment Agreement and the Assignment Facility Loan Agreement is from a related party on reasonable commercial terms that are not less advantageous to the Company than if the loan or credit facility were obtained from a person dealing at arm's length with the issuer, and the loan, or each advance under the credit facility, as the case may be, is not:

(a) convertible, directly or indirectly, into equity or voting securities of the issuer or a subsidiary entity of the issuer, or otherwise participating in nature; or
(b) repayable as to principal or interest, directly or indirectly, in equity or voting securities of the issuer or a subsidiary entity of the issuer.

Since the Debt Assignment Agreement, Assignment Facility Loan Agreement constitute the related party transactions, the Company's board of directors (the 'Board') formed a special committee (the 'Special Committee') comprised of independent director for the purpose of reviewing and approving the terms of the Debt Assignment Agreement and the Assignment Facility Loan Agreement. After its review, the Special Committee recommended that the Board approve the Debt Assignment Agreement and the Assignment Facility Loan Agreement. The Board then passed a resolution approving of the Company entering into the Debt Assignment Agreement and the Assignment Facility Loan Agreement amending agreement.

The specified process is carried out within Mangazeya and does not entail any amendments in corporate government or changes in the beneficial ownership. The consolidation of the group's debt is aimed at reducing administrative costs and facilitation of the debt service.

About Mangazeya Mining Ltd.

Mangazeya Mining Ltd. is a NEX-listed mining and exploration company, focused on the development of mineral resources in the Russian Federation.

Contact:

Mangazeya Mining Ltd.

Sergey Yanchukov

Chief Executive Officer

s.yanchukov@mangazeya.com

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