Orvana Minerals Corp.

Orvana Minerals Corp.

May 25, 2009 09:13 ET

Orvana Formally Commences All-Cash Offer to Acquire Kinbauri Gold Corp. for $0.55 Per Share

Offer provides full liquidity and a 39.2% premium to Kinbauri shareholders

TORONTO, ONTARIO--(Marketwire - May 25, 2009) - Orvana Minerals Corp. (TSX:ORV) today announced that it has formally commenced its all-cash offer of C$.0.55 per share for all outstanding common shares of Kinbauri Gold Corp. (TSX VENTURE:KNB), a gold exploration company based in Carp, Ontario. The Company has mailed its take-over bid circular and relating documentation to Kinbauri security holders and filed all such documentation on SEDAR.

The offer represents a premium of 39.2% over the closing price of Kinbauri's common shares on May 8, 2009, the last trading day prior to the announcement of Orvana's intention to make an offer to acquire Kinbauri, and a 36.1% premium over the average closing price for Kinbauri's common shares over the ten-day trading period ended May 8, 2009.

Orvana's offer is open for acceptance until 8 p.m. (Toronto time) on June 30, 2009, unless it is extended or withdrawn. The offer is subject to the condition that Kinbauri terminate its previously announced proposed transaction with Glen Eagle Resources Inc., as well as conditions that are customary for a transaction of this nature. The full details of Orvana's offer, including the conditions to the offer, are included in the take-over bid circular and related documentation being mailed to Kinbauri's security holders and filed on SEDAR.

"We are offering Kinbauri shareholders a choice: tender to our offer and receive liquidity, value and certainty today or face a risky future with Kinbauri, whose plan to bring its Spanish properties into production relies upon uncertain financing and inexperienced management," said Kent Jespersen, Chairman of Orvana.

Should you have any questions regarding the offer, please contact Kingsdale Shareholder Services Inc., the information agent in connection with the offer, at 1-800-749-9052 (toll-free) or 416-867-2272 (outside North America).

Orvana is a well-established mine operator with an experienced management team that has collectively brought a number of underground mines into production. Orvana had cash of approximately US$96.2 million (C$112.5 million) as of March 31,2009, more than sufficient to acquire Kinbauri's shares and then to develop Kinbauri's Spanish mineral project.

Forward-looking disclaimer

This press release contains only summary information about Orvana's offer and does not constitute an offer to purchase any securities. Complete information about the offer will be available by referring to the offer to purchase and take-over bid circular to be filed with Canadian securities regulators. Certain statements contained in this press release concerning Orvana's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of Kinbauri 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 Orvana considers these factors and assumptions 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; any of the terms and conditions of the offer not being satisfied; the outcome of legal proceedings involving Kinbauri; 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

  • Investors:
    Orvana Minerals Corp.
    Malcolm King
    Longview Communications
    Louise Kozier
    Longview Communications
    Alan Bayless