Orvana Minerals Corp.

Orvana Minerals Corp.

September 24, 2009 16:45 ET

Orvana Completes Compulsory Acquisition of Kinbauri Common Shares

TORONTO, ONTARIO--(Marketwire - Sept. 24, 2009) - Orvana Minerals Corp. (TSX:ORV) and Kinbauri Gold Corp. (TSX VENTURE:KNB) today announced that Orvana Minerals Acquisition Corp., a wholly-owned subsidiary of Orvana Minerals Corp., has completed its previously announced compulsory acquisition, pursuant to section 206 of the Canada Business Corporations Act, of all of the outstanding Kinbauri common shares not already owned by it. As a result of the compulsory acquisition, Kinbauri is now a wholly-owned subsidiary of Orvana Minerals Acquisition Corp. and former Kinbauri shareholders, other than those who exercise dissent rights, are entitled to receive CA$0.75 for each Kinbauri common share formerly held by them. To effect the compulsory acquisition, Orvana Minerals Acquisition Corp. has mailed a Notice of Compulsory Acquisition to each of Kinbauri's registered shareholders and has deposited with Equity Transfer & Trust Company, as agent for Kinbauri, the total consideration payable for the Kinbauri common shares acquired under the compulsory acquisition. Equity Transfer will hold such funds in trust for Kinbauri's former shareholders and will pay the acquisition price to them upon deposit of the certificates representing the Kinbauri common shares formerly held by them. Deposits of the certificates can be effected using the letter of transmittal that has been mailed to Kinbauri's registered shareholders along with the Notice of Compulsory Acquisition.

As it is now a wholly-owned subsidiary of Orvana Minerals Acquisition Corp., at Kinbauri's request the trading of its common shares on the TSX Venture Exchange has been halted and the shares will be delisted from the TSX Venture Exchange at the close of trading on Friday, September 25, 2009. In addition, Kinbauri intends to apply to the relevant provincial securities commissions to cease to be a reporting issuer.

About Orvana

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 $98.0 million (C$107.3 million) as at June 30, 2009.

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 Orvana and Kinbauri consider 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. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Neither the 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.

Contact Information

  • Orvana Minerals Corp.
    Malcolm King
    (416) 369-1629