Kinbauri Board Issues no Recommendation on Revised Orvana Offer

OTTAWA, ONTARIO--(Marketwire - July 29, 2009) - The board of directors of Kinbauri Gold Corp. ("Kinbauri")(TSX VENTURE: KNB)(FRANKFURT: 3KG.DE) today advised that it intends to issue no recommendation with respect to the revised offer of Orvana Minerals Corp. ("Orvana"). On July 21, 2009, Orvana raised its all-cash offer for Kinbauri to C$0.75 per share from C$0.55 (the "Orvana Offer"). The Orvana Offer will expire at 11:59 pm (Vancouver time) on July 31, 2009, unless withdrawn or extended. On July 12, 2009, Kinbauri announced that it had signed a binding letter agreement with ATW Gold Corp. (TSX VENTURE: ATW) ("ATW") to combine the two companies at the agreed exchange ratio of 1.35 ATW shares per Kinbauri share (the "Proposed Arrangement"), which implies a purchase price of C$0.85 per Kinbauri share using closing share prices on July 10, 2009. Since entering into the letter agreement, ATW has been involved in negotiations to provide equity financing for ATW to support the Proposed Arrangement. It is a condition of the letter agreement that Kinbauri is satisfied with those equity financing arrangements, and Kinbauri has been kept informed by ATW during the course of ATW's negotiations for said equity financing. As a result, the Kinbauri board believes that it needs more time before being in the position to make a formal recommendation to shareholders. Kinbauri will file today a Notice of Change to its Directors' Circular, which was dated June 9, 2009, and mail the Notice of Change to shareholders thereafter. Kinbauri's board is advising shareholders to consider the Orvana Offer and the Proposed Arrangement, the matters referred to in the Notice of Change and other factors that are important to each shareholder and urges them at this time to seek independent advice and/or make their own decision regarding whether to accept or reject the Orvana Offer. In order to permit shareholders to make an unfettered decision, Kinbauri's board has waived the applicability of Kinbauri's shareholder rights plan. Shareholders do not need to take any action if they do not wish to accept the Orvana Offer. For questions, please contact Laurel Hill Advisory Group, the Information Agent retained by Kinbauri in connection with the Orvana Offer, toll free at 1-888-812-9184 from anywhere in Canada or the United States and collect at 416-637-4661 from outside North America. About Kinbauri Kinbauri (TSX VENTURE: KNB) is a mineral exploration company focused on the development of precious metal prospects in Spain, Nevada and Canada. Its immediate focus is to begin operations at its El Valle/Carles property in Asturias, northwestern Spain in 2010. It currently has 59,348,051 common shares issued and outstanding. For more information visit or This press release contains certain forward-looking statements, which are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected. Kinbauri undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements. THIS PRESS RELEASE WAS PREPARED BY KINBAURI GOLD CORP. THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. Contacts: Kinbauri Gold Corp. Mr. Brian McEwen, Director, Special Committee member 613-836-2594 613-831-2730 (FAX) Kinbauri Gold Corp. Darrell Munro, BB.A, LL.B, Manager, Corporate Communications 613-836-0198 Europe INVESTEL Ruediger (Rudy) Hnyk, CEO Investor Relations & Telecommunications This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.