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KNB Kinbauri Gold Corp Com Npv

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Share Name Share Symbol Market Type
Kinbauri Gold Corp Com Npv TSXV:KNB TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Kinbauri Board Issues No Recommendation on Orvana Offer

13/08/2009 5:56pm

Marketwired Canada


The board of directors of Kinbauri Gold Corp. ("Kinbauri") (TSX
VENTURE:KNB)(FRANKFURT:3KG.DE) today advised that it intends to maintain a no
recommendation with respect to the offer (the "Offer") of Orvana Minerals Corp.
("Orvana"). On July 21, 2009, Orvana raised the price under the Offer to C$0.75
per share from C$0.55 and extended the expiry date of the Offer to July 31,
2009. On August 4, 2009, Orvana extended the expiry time of the Offer to 8:00 pm
(Toronto time) on August 17, 2009.


As advised in its press release of August 7, 2009, Kinbauri continues to conduct
its value maximization process. It has received a preliminary, non-binding
expression of interest (the "Expression of Interest") from a large European
based private mining corporation. The Expression of Interest contemplates
purchasing a 51% interest in Kinbauri Espana from Kinbauri. The proposed
transaction would be financed through the current financial resources of the
interested company, and would be subject to certain conditions, including
satisfactory completion of due diligence.


The Kinbauri Board has decided to continue to make no recommendation with
respect to the Offer. Although they have been advised by Gryphon Partners,
financial advisor to the Special Committee, that the Offer is fair to
Shareholders from a financial point of view, no Kinbauri director intends to
tender their Common Shares to the Offer because they do not believe that the
Offer is satisfactory.


Since termination of the agreement with ATW Gold Corp., the Kinbauri board has
attempted to negotiate with Orvana a higher price under the Offer, in exchange
for the support of the Offer by the Kinbauri board. Orvana has declined to enter
into any such negotiations. The Kinbauri board believes that this failure by
Orvana to be willing to gain the support of the Kinbauri board for the Offer is
a clear intention of Orvana's determination to acquire Kinbauri at the lowest
price possible. From communications received from shareholders, the Kinbauri
board knows that a significant number of Kinbauri shareholders have the same
opinion of the Offer.  Also, Orvana has failed to achieve the minimum tender
condition of the Offer despite four extensions of the expiry date of the Offer
and an increase in the price of the Offer. This failure to achieve the Offer's
minimum tender condition has not been a result of the refusal of the directors
and officers of Kinbauri to accept the Offer, as they hold less than 5% of the
outstanding Common Shares.


In considering how to respond to the Offer, Shareholders are advised to consider
the following:


- Orvana indicated in its press release dated August 3, 2009 that the extension
of the Offer on August 4, 2009 was "our final offer and final extension".


- Gryphon Partners has advised that the Offer is fair, from a financial point of
view, to Shareholders.


- Although Kinbauri will continue its process to secure value maximizing
alternatives to the Offer, such as the Expression of Interest, based on the
current status of this process, it is uncertain whether an offer superior to the
Offer will emerge before the expiry of the Offer on August 17, 2009.
Shareholders should be aware that if Shareholders do not tender, and the Offer
is withdrawn and no other offer is forthcoming, the Common Shares may trade at a
significant discount to the current market price.


- In the absence of a value maximizing transaction such as the Offer, Kinbauri
will ultimately require additional financing in the order of 40 million euros to
complete development of the El Valle/Carles mining project. There can be no
certainty as to whether, or on what conditions, this additional financing will
be secured.


Kinbauri will file today a Notice of Change to its Directors' Circular and mail
the Notice of Change to shareholders thereafter. Kinbauri's board is advising
shareholders to consider the Offer, the matters referred to in the Notice of
Change and other factors that are important to each shareholder and urges them
at this time to seek independent advice and/or make their own decision regarding
whether to accept or reject the Offer. Shareholders do not need to take any
action if they do not wish to accept the Offer.


For questions, including how to withdraw shares tendered to the Offer, please
contact Laurel Hill Advisory Group, the Information Agent retained by Kinbauri
in connection with the Orvana Offer, toll free at 1-888-812-9184 from anywhere
in Canada or the United States and collect at 416-637-4661 from outside North
America.


About Kinbauri

Kinbauri (TSX VENTURE:KNB) is a mineral exploration company focused on the
development of precious metal prospects in Spain, Nevada and Canada. Its
immediate focus is to begin operations at its El Valle/Carles property in
Asturias, northwestern Spain in 2010. It currently has 60,276,385 common shares
issued and outstanding. For more information visit www.kinbaurimaximized.com or
www.kinbauri-gold.com.


NEITHER 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.


This press release contains certain forward-looking statements, which are based
on the opinions and estimates of management at the date the statements are made,
and are subject to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from those projected. 
Kinbauri undertakes no obligation to update forward-looking statements if
circumstances or management's estimates or opinions should change.  The reader
is cautioned not to place undue reliance on forward-looking statements.


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