Orvana Minerals Corp.

Orvana Minerals Corp.

May 11, 2009 07:00 ET

Orvana Minerals Announces Intention to Make an Offer to Acquire Kinbauri Gold Corp. for $0.55 Per Share

All-cash offer to provide 39% premium to Kinbauri shareholders

TORONTO, ONTARIO--(Marketwire - May 11, 2009) - Orvana Minerals Corp. (TSX:ORV) today announced that it intends to make an all-cash offer of C$0.55 per share for all outstanding shares of Kinbauri Gold Corp. (TSX VENTURE:KNB), a gold exploration company based in Carp, Ontario.

The proposed offer represents a premium of 39.2% over the closing price of Kinbauri's common shares on May 8, 2009 and a 36.1% premium over the average closing price for Kinbauri's common shares over the 10-trading day period ended May 8, 2009.

Dynamic Precious Metals Fund, Kinbauri's largest shareholder with over an 8% stake, has entered into a lock-up agreement in support of Orvana's bid.

Orvana's offer will be subject to the condition that Kinbauri not consummate its proposed transaction with Glen Eagle Resources Inc., announced in Kinbauri's press release dated April 17, 2009, and other conditions that are customary for a transaction of this nature. The offer will be made by way of a take-over bid circular to be mailed to Kinbauri's shareholders, which will contain the full terms and conditions of the offer, including the details of how to accept the offer.

"This offer will provide Kinbauri's shareholders with full liquidity and an immediate and significant cash premium for their shares," said Kent Jespersen, Chairman of Orvana. "We believe that Kinbauri shareholders will view the value and certainty of our offer as a superior alternative to Kinbauri's current strategy, which entails significant ongoing operating and financing risks."

Orvana announced its intention to make the offer to shareholders after its efforts to engage Kinbauri management in a negotiated transaction were unsuccessful.

Orvana, a well-established mine operator with significant underground mining expertise, has the capital and resources required to develop Kinbauri's mineral project in the Asturias region of Spain. Orvana expects the project will create up to 200 new jobs in Spain.

Orvana had cash and cash equivalents of approximately US$96.6 million (C$113.3 million) as at December 31, 2008.

Contact Information

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