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

Kinbauri Gold Corp.

May 26, 2009 09:28 ET

Kinbauri Shareholders are Advised to Take no Action at this Time Regarding Orvana's Unsolicited Bid

OTTAWA, ONTARIO--(Marketwire - May 26, 2009) - Kinbauri Gold Corp. ("Kinbauri") (TSX VENTURE:KNB)(FRANKFURT:3KG.DE) has been advised that Orvana Minerals Corp. ("Orvana") has filed documents with Canadian securities regulatory authorities regarding an unsolicited offer to acquire all of the outstanding shares of Kinbauri.

The Independent Committee appointed by the Company's Board of Directors is in the process of engaging a financial advisor to provide independent financial advice regarding the Orvana bid and the Company's strategic alternatives. Legal counsel for the Independent Committee is Wildeboer Dellelce LLP and Groia and Company.

The Orvana offer states that it is open for full acceptance until June 30th, 2009. The Board of Directors recommends that shareholders do not take any action (including the tendering of shares) with respect to Orvana's unsolicited offer, until the Independent Committee has completed its review and the Board of Directors has had an opportunity to fully evaluate the offer and communicate its views to shareholders. The Board will file and mail a Directors' Circular with its recommendations to shareholders in due course.

As previously disclosed, Jaguar Financial Corporation ("Jaguar") has brought an action against Kinbauri and other parties, among other things, seeking an order restraining or setting aside Kinbauri's transaction with Glen Eagle Resources Inc. (the "Glen Eagle Transaction"). Kinbauri is vigorously opposing such application. In order for the application to be dealt with in an orderly manner, each of Kinbauri and Glen Eagle has agreed not to complete the Glen Eagle Transaction until the Court has heard and ruled on the application. Oral arguments in respect of the applications are anticipated to be heard in the middle of June, 2009.

Further to the Company's press release on May 14, 2009, the Company has now received conditional approval from the TSX Venture Exchange for its private placement of up to 6,000,000 units at a price of $0.50 per unit. Each unit consists of one common share of the Company and one-half of a share purchase warrant exercisable for a period of one year at an exercise price of $0.70 per share. The private placement is expected to close today.

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.

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.

VISIT:

Kinbauri Gold's Hub at http://www.agoracom.com/IR/kinbauri where investors can post questions and receive answers or review questions and answers already posted by other investors. Kinbauri Web-Site: www.kinbauri-gold.com.

Contact Information