Kinbauri Board Issues no Recommendation on Revised Orvana Offer
29 Julio 2009 - 10:55AM
Marketwired
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(Vancouver time) on July 31, 2009, unless withdrawn or extended.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 www.kinbaurimaximized.com
or www.kinbauri-gold.com.
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)
bmcewen@kinbauri-gold.com Kinbauri Gold Corp. Darrell Munro, BB.A,
LL.B, Manager, Corporate Communications 613-836-0198
dmunro@kinbauri-gold.com www.kinbauri-gold.com Europe INVESTEL
Ruediger (Rudy) Hnyk, CEO Investor Relations &
Telecommunications ceo@investel.de
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