Orvana Minerals Announces Intention to Make an Offer to Acquire Kinbauri Gold Corp. for $0.55 Per Share
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TORONTO, ONTARIO, May 11 (MARKET WIRE) --
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.
Contacts:
Investors:
Orvana Minerals Corp.
Malcolm King
416-369-1629
Media:
Longview Communications
Alan Bayless
604-694-6035
Longview Communications
Louise Kozier
604-694-6033
Copyright 2009, Market Wire, All rights reserved.
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