OTTAWA, ONTARIO -- (MARKET WIRE) -- 05/22/09 -- Kinbauri Gold Corp.
("Kinbauri") (TSX VENTURE: KNB)(FRANKFURT: 3KG.DE) would like to
advise its shareholders of the following items regarding the recent
legal actions of Orvana Minerals Corp. ("Orvana") and Jaguar
Financial Corporation ("Jaguar"). These actions were disclosed in
Kinbauri's press release dated May 20, 2009. Kinbauri strenuously and
categorically denies the allegations and intends to vigorously defend
In particular, Kinbauri would draw attention to the following:
- Kinbauri's board of directors (the "Board") struck a Strategic
Review Committee in October, 2008 to explore various options for
Kinbauri, including a merger, joint venture or other forms of
financing to advance the El Valle/Carles Mine development. M Partners
Inc. were chosen to act as financial advisors and facilitate the
process. Orvana was one of the participants in the process, but the
proposal of Glen Eagle Resources Inc. was clearly superior for
Kinbauri in the judgement of the Board. The Board accepted Glen
Eagle's proposal (the "Glen Eagle Transaction") and proceeded on
April 17, 2009 to enter into a binding letter of intent and,
subsequently, on May 12, 2009 a definitive agreement. An early
closing of the Glen Eagle Transaction was a necessity due to the
financial requirements to initiate Kinbauri's mine development plan.
Closing of the Glen Eagle Transaction is scheduled for the end of
May, 2009, subject to any contrary order of the court.
- The Board decided on April 21, 2009 that a further private
placement (the "Private Placement") was required to assist Kinbauri
in fulfilling its business plans and filed notice (the "Notice") with
the TSXV on the same date. The only material change between the
Notice and the Private Placement, which is scheduled to close today
or Monday, May 25, 2009, is the price per unit, which has been
increased from $0.40 to $0.50 due to positive market activity.
- Jaguar's application in connection with the Glen Eagle Transaction
(the "Jaguar Application") is based on the premise that Orvana has
initiated a take-over bid for Kinbauri. In fact, as of the date of
this press release, Orvana has not commenced a take-over bid, rather
it has simply said it "intends" to make its bid on or before May 25,
2009, subject to numerous caveats.
- In an effort to ensure that Jaguar's interest in Kinbauri is not
diluted by the Private Placement, Jaguar was offered the opportunity
to participate in the Private Placement. Jaguar declined Kinbauri's
- Orvana has now requested that its application to the Ontario
Securities Commission be put "in abeyance" pending the decision of
the Ontario Superior Court regarding the Jaguar Application.
- Orvana and Jaguar have made a number of erroneous statements as to
Kinbauri's operations and activities. The true nature of these are
outlined in Kinbauri's press releases of May 12th and May 13th (see
- If, as and when Orvana initiates a take-over bid for Kinbauri, the
Board will deal with it fairly and in accordance with its
- All actions that Kinbauri has undertaken throughout its strategic
review process, and to date, have been properly disclosed and have
been taken in the best interests of the Corporation.
The Board has struck an Independent Review Committee as a result of
Orvana's and Jaguar's actions and has retained Wildeboer Dellelce LLP
and Groia & Company as its legal counsel. The Board intends to engage
a financial advisor in the event Orvana makes its offer. It continues
to manage the business of Kinbauri in the ordinary course and with
the intention of completing the Glen Eagle Transaction and carrying
on with bringing the El Valle/Carles Mine development into
Kinbauri is a TSXV - Tier 1 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 53,243,051 common shares issued and outstanding.
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.
Dr. Vern Rampton, P. Eng.,
(613) 831-2730 (FAX)
Kinbauri Gold Corp.
Brian McEwen, P Geol.,
(613) 831-2730 (FAX)
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.