Orvana Formally Commences All-Cash Offer to Acquire Kinbauri Gold Corp. for $0.55 Per Share
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TORONTO, ONTARIO, May 25 (MARKET WIRE) --
Orvana Minerals Corp. (TSX: ORV) today announced that it has formally
commenced its all-cash offer of C$.0.55 per share for all outstanding
common shares of Kinbauri Gold Corp. (TSX VENTURE: KNB), a gold
exploration company based in Carp, Ontario. The Company has mailed its
take-over bid circular and relating documentation to Kinbauri security
holders and filed all such documentation on SEDAR.
The offer represents a premium of 39.2% over the closing price of
Kinbauri's common shares on May 8, 2009, the last trading day prior to
the announcement of Orvana's intention to make an offer to acquire
Kinbauri, and a 36.1% premium over the average closing price for
Kinbauri's common shares over the ten-day trading period ended May 8,
2009.
Orvana's offer is open for acceptance until 8 p.m. (Toronto time) on June
30, 2009, unless it is extended or withdrawn. The offer is subject to the
condition that Kinbauri terminate its previously announced proposed
transaction with Glen Eagle Resources Inc., as well as conditions that
are customary for a transaction of this nature. The full details of
Orvana's offer, including the conditions to the offer, are included in
the take-over bid circular and related documentation being mailed to
Kinbauri's security holders and filed on SEDAR.
"We are offering Kinbauri shareholders a choice: tender to our offer and
receive liquidity, value and certainty today or face a risky future with
Kinbauri, whose plan to bring its Spanish properties into production
relies upon uncertain financing and inexperienced management," said Kent
Jespersen, Chairman of Orvana.
Should you have any questions regarding the offer, please 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).
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$112.5
million) as of March 31,2009, more than sufficient to acquire Kinbauri's
shares and then to develop Kinbauri's Spanish mineral project.
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 will be available by referring to the offer
to purchase and take-over bid circular to be 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; the outcome of legal proceedings
involving Kinbauri; 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.
Contacts:
Investors:
Orvana Minerals Corp.
Malcolm King
416-369-1629
Media:
Longview Communications
Louise Kozier
604-694-6033
Longview Communications
Alan Bayless
604-694-6035
Copyright 2009, Market Wire, All rights reserved.
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