Orvana Minerals Corp.

Orvana Minerals Corp.

July 29, 2009 09:55 ET

Orvana Issues Reminder That Its All Cash Offer for Kinbauri Gold Corp. Will Expire on July 31, 2009

TORONTO, ONTARIO--(Marketwire - July 29, 2009) – Orvana Minerals Corp. (TSX:ORV) today issued a reminder that its enhanced all-cash offer of C$0.75 per share of Kinbauri Gold Corp. will expire at 11:59 p.m (Vancouver time) on July 31, 2009, unless withdrawn or extended.

"Kinbauri shareholders have the opportunity to receive cash at a 90% premium to Kinbauri's pre-bid value by tendering their shares before our offer expires," said Kent Jespersen, Chair of Orvana. "If they miss that opportunity, it will be September 22, 2009 before they will have a chance to vote on whether the Kinbauri-ATW combination proceeds and, if it does, as we have said many times, they will become shareholders in a highly risky and cash-starved junior gold company with assets half a world apart and significant immediate financing needs."

As previously announced, Kinbauri shareholders holding 23.6% of Kinbauri's outstanding shares have entered into lock-up agreements in support of Orvana's enhanced offer. Kinbauri's directors, who collectively own less than 5% of the company, continue to oppose Orvana's offer and support the proposed merger with ATW Gold Corp.

Kinbauri's Shareholder Rights Plan will be waived effective July 30, 2009 enabling Orvana to acquire Kinbauri shares deposited under its offer without adverse impact under the rights plan.

If Orvana takes up shares under the offer, Kinbauri shareholders who tender their shares can expect to be paid within three business days of Orvana's take up of their shares. The offer is subject to customary conditions, including acceptance by shareholders with 66 2/3% of Kinbauri shares.

How to Tender Kinbauri Shares

Kinbauri shareholders who have questions regarding the offer should 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).

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 $96.2 million (C$110.6 million) as at March 31, 2009, which is sufficient to complete the acquisition of Kinbauri and develop Kinbauri's Spanish mineral project. Orvana expects the project will create up to 200 new jobs in Spain.

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 is available by referring to the offer to purchase and take-over bid circular, as amended, that has been 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; 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

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    Longview Communications
    Alan Bayless
    (604) 694-6035