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2009, unless withdrawn or extended.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
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
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.
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 www.kinbaurimaximized.com 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
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.
Kinbauri Gold Corp.
Mr. Brian McEwen,
Director, Special Committee member
Kinbauri Gold Corp.
Darrell Munro, BB.A, LL.B, Manager,
Ruediger (Rudy) Hnyk, CEO
Investor Relations & Telecommunications
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