Kinbauri Gold Corp.

Kinbauri Gold Corp.

August 31, 2009 11:00 ET

New Directors Appointed to Kinbauri's Board

OTTAWA, ONTARIO--(Marketwire - Aug. 31, 2009) - Kinbauri Gold Corp. (TSX VENTURE:KNB)(FRANKFURT:3KG.DE) today announced the appointment of Peter Bradshaw, Richard Garnett, Kent Jespersen, Malcolm King and Robert Mitchell to its board of directors. The new directors have been appointed in connection with the acquisition by Orvana Minerals Corp. of a majority of Kinbauri's outstanding common shares. In connection with these appointments, each of Vern Rampton, Marilyn Bloovol, Christopher Gleeson and Brian McEwen has resigned as a director of Kinbauri.

Kinbauri also announced the resignations of Vern Rampton as President and Chief Executive Officer, Simon Britt as Chief Financial Officer, Christopher Gleeson as Vice-President Exploration, and Christopher Irwin as Secretary, and the appointment of Malcolm King as President and Chief Executive Officer, Bill Williams as Vice President, Corporate Development, and Wendy Sikora as Corporate Controller.

Kinbauri also confirmed that it is in the process of mailing a circular to shareholders in connection with its previously announced shareholders' meeting to be held on September 22, 2009. At the meeting, shareholders will be asked to approve the amalgamation of Kinbauri and Orvana Minerals Acquisitions Corp., a wholly-owned subsidiary of Orvana Minerals Corp. The corporation resulting from the proposed amalgamation will be a wholly-owned subsidiary of Orvana Minerals Corp. As a result of the amalgamation, Kinbauri shareholders other than Orvana Minerals Acquisition Corp. and any shareholders who exercise statutory dissent rights will be entitled to receive $0.75 for each Kinbauri common share held by them. Kinbauri has been advised by Orvana Minerals Corp. that, through it its wholly-owned subsidiary Orvana Minerals Acquisition Corp., Orvana has acquired approximately 94.9% of Kinbauri's outstanding shares and that it intends to vote in favour of the proposed amalgamation. It is anticipated that the corporation resulting from the amalgamation will take steps to delist its shares from trading on the TSX Venture Exchange and to cease to be a reporting issuer under applicable securities laws.

About Kinbauri

Kinbauri (TSX VENTURE:KNB) is a mineral exploration company focused on the development of precious metal prospects in Spain, Nevada and Canada.

Forward Looking Disclaimer

Certain statements contained in this press release concerning objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates are forward-looking statements. The words "believe", "expect", "intend", "may", "anticipate", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are not based on historical facts, but rather on current expectations, assumptions and projections about future events. While Kinbauri considers these expectations, assumptions and projections to be reasonable based on information currently available, they may be proven to be incorrect. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, risks relating to any failure by Orvana to acquire the remaining outstanding shares of Kinbauri that it does not own; general economic conditions; dependence on key personnel; and variations in required capital expenditures. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Contact Information

  • Longview Communications
    Louise Kozier: 604-694-6033
    Alan Bayless: 604-694-6035
    Kinbauri Gold Corp.
    Malcolm King: 416-369-1629