Kinbauri Gold Corp.
TSX VENTURE : KNB
FRANKFURT : 3KG.DE

Kinbauri Gold Corp.

August 18, 2009 14:43 ET

Kinbauri Directors Unanimously Recommend that Shareholders ACCEPT Orvana's Increased Offer at $0.75 per Share

OTTAWA, ONTARIO--(Marketwire - Aug. 18, 2009) - Kinbauri Gold Corp. ("Kinbauri") (TSX VENTURE:KNB) (FRANKFURT:3KG.DE) has been advised that Orvana Minerals Corp. ("Orvana") (TSX:ORV) today announced that a total of 42,673,308 Kinbauri common shares were validly tendered as of August 17, 2009 under Orvana's offer to purchase at a price of $0.75 per common share all of the outstanding shares of Kinbauri (the "Offer"). Orvana has announced that it has waived the condition of its offer that not less than 66 2/3% of the shares of Kinbauri (calculated on a fully-diluted basis) shall have been deposited under the Offer. As all conditions of the Offer have been satisfied or waived, Orvana has announced that it has taken up the 42,673,308 shares tendered to date under the Offer.

Kinbauri today announced that its Board of Directors has determined to work together with Orvana to provide an orderly transition of the business of Kinbauri. The Board of Directors has unanimously recommended that Kinbauri shareholders ACCEPT the all-cash Offer by Orvana to acquire the common shares of Kinbauri at a price of $0.75 per share.

The directors of Kinbauri unanimously recommend that, in the absence of a superior offer, Kinbauri shareholders ACCEPT Orvana's revised Offer. The directors of Kinbauri intend to tender their common shares to the Offer.

Dr. Vern Rampton, President & CEO, Kinbauri commented, "Our shareholders have spoken, and now it is in the best interests of the El Valle/Carles project and our employees in Spain that we move ahead expeditiously with this transaction. I want to thank our shareholders for standing by us and helping to increase the bid from $0.55 per share to $0.75 per share. The board congratulates Orvana on the acquisition of this excellent asset and assures cooperation of Kinbauri in completing a smooth transition and providing any assistance with the project's development."

Gryphon Partners, financial advisor to the Special Committee, has provided an opinion that, as of August 13, 2009, the consideration under the Offer is fair, from a financial point of view, to the shareholders of Kinbauri.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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.

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