Kinbauri Gold Corp. Announces Business Combination With ATW Gold Corp.

Kinbauri Gold Corp. (TSX VENTURE:KNB)(FRANKFURT:3KG.DE)

A conference call will be held on Tuesday July 14, 2009 at 1:00 p.m. EDT

Presentation available at
http://events.snwebcastcenter.com/kinbaurigold/20090714/index.php




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Kinbauri Gold Corp. (TSX VENTURE:KNB)(FRANKFURT:3KG.DE) ("Kinbauri") announced
today that it has signed a binding letter agreement dated July 12, 2009, with
ATW Gold Corp. (TSX VENTURE:ATW) ("ATW") to combine the two companies at the
agreed exchange ratio of 1.35 ATW shares per Kinbauri share, which implies a
purchase price of C$0.85 per Kinbauri share using closing share prices on July
10, 2009 (the "ATW Transaction").


The ATW Transaction represents a premium of 55% over the closing price of
Kinbauri shares on July 10, 2009 and a premium of 115% over the closing price of
Kinbauri shares on May 8, 2009, the last trading day prior to the announcement
by Orvana Minerals Corp. (TSX:ORV) ("Orvana") of its intention to make an
unsolicited offer of C$0.55 per share.


On June 9, 2009, Kinbauri's Board of Directors unanimously recommended that
Kinbauri shareholders REJECT the unsolicited offer to purchase all of the
outstanding Kinbauri shares made by Orvana as described in a take-over bid
circular dated May 25, 2009.


Brian McEwen, Director of Kinbauri and member of its Special Committee, stated,
"The ATW Transaction delivers significant value to Kinbauri shareholders and to
Kinbauri's flagship El Valle Project and we recommend that all shareholders join
us in supporting the transaction."


The Kinbauri Board of Directors has unanimously recommended that Kinbauri
shareholders vote in favour of the ATW Transaction and continue to reject the
Orvana offer. The combination of Kinbauri and ATW would move ATW closer to its
goal of becoming a mid-tier gold producer. It would also feature;


- Diversified operations with significant reserve/resource upside in three
producing or close to producing gold mines. The assets have significant
infrastructure already in place, and are located in geopolitically and mining
friendly jurisdictions;


- Management from both ATW and Kinbauri with their extensive combined mine
operating, development, financing and exploration experience, including Graham
Harris as Executive Chairman, Brent Butler as CEO and Brian McEwen as President;
and


- Strategic position and management experience to leverage continued
consolidation in the gold industry.


"We understand that higher offers for the Kinbauri assets were being entertained
and therefore our efforts were directed towards expediting a friendly
transaction that would benefit both shareholder groups. Our merger with Kinbauri
brings ATW closer to its stated goal of becoming a leading mid-tier gold
producer." said Graham Harris, Executive Chairman of ATW. "We are pleased to
combine ATW's strong foundation of professionals, with experience bringing our
Burnakura mine into production, with Kinbauri's team."


Upon completion of the ATW Transaction, ATW will have approximately 149,691,086
common shares issued and outstanding, with former Kinbauri shareholders holding
approximately 53.5% of the issued and outstanding common shares of the combined
company."


ATW Transaction Details

The ATW Transaction is expected to be structured as a plan of arrangement
between Kinbauri and a newly formed, wholly-owned subsidiary of ATW. Under the
terms of the ATW Transaction, Kinbauri shareholders will receive 1.35 common
shares of ATW per common share of Kinbauri held. Each outstanding Kinbauri
convertible security will become exercisable for ATW common shares based on the
exchange ratio and resulting price adjustment. Two Kinbauri directors, Brian
McEwen and Marilyn Bloovol, will join the ATW Board of Directors. Brian McEwen
will also be appointed President of ATW and President of Kinbauri Espana. The
ATW Transaction will be subject to approval of the shareholders of Kinbauri and
ATW.


Gryphon Partners, acting as financial advisor to the Special Committee of the
Board of Directors of Kinbauri, has provided an opinion that the ATW offer is
fair, from a financial point of view, to Kinbauri shareholders.


The letter agreement setting out the ATW Transaction includes a commitment by
Kinbauri not to solicit alternative transactions to the proposed ATW Transaction
and to enter into a definitive arrangement agreement. ATW has also been provided
with certain other rights customary for a transaction of this nature, including
the right to match competing offers made to Kinbauri. The letter agreement also
provides for a break fee of approximately $1 million to be payable to ATW in
certain circumstances.


Completion of the ATW Transaction is subject to a number of conditions,
including: the receipt of all necessary regulatory and court approvals
(including the approval of the TSXV) and obtaining approvals from the
shareholders of ATW and Kinbauri at meetings to be held no later than September
25, 2009. There can be no assurance that the ATW Transaction will be completed
as proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the ATW Transaction, any information
released or received with respect to the ATW Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of Kinbauri
should be considered highly speculative.


Gryphon Partners is the financial advisor to Kinbauri's Special Committee and
its legal advisor is Wildeboer Dellelce LLP. ATW's financial advisor is PI
Financial Corp. and its legal counsel is CD Farber Law Group.


All information contained in this new release with respect to ATW was supplied
by ATW for inclusion herein, and with respect to such information, Kinbauri and
its board of directors and officers have relied on ATW.


About ATW

ATW is a gold producer and developer, with two gold mines in Western Australia
and is listed on Tier 1 of the TSX Venture Exchange ("TSXV") (TSX VENTURE:ATW).
ATW's corporate goal is to build a mid-tier gold producer.


ATW is incorporated under the Business Corporations Act (British Columbia) and
was listed on the TSXV in November 2006 via an initial public offering. ATW made
its first mining acquisition, the Burnakura Gold Mine, in December 2007. Within
15 months, Burnakura was recommissioned, permitted and gold production
commenced. During that time, six months after the Burnakura acquisition, ATW
acquired its second mine, the Gullewa Gold Mine. The Gullewa Mine, a
past-producing mine, is ATW's flagship project. ATW is conducting further
exploration and other work with the goal of commencing production from the
Gullewa Mine in 12 to 15 months. ATW's team is comprised of Mine Engineers,
Geologists and finance experts, with over 100 years of combined experience in
the mining industry having operated worldwide.


www.atwgold.com

Shareholders do not have to take any action on the Orvana offer and the Kinbauri
Board urges you to reject it and vote in favour of the ATW Transaction.


For assistance in withdrawing any shares already tendered, or other questions,
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.


Note Regarding Forward-Looking Statements

This press release and other written or oral communication from the Company may
include certain statements that may be considered "forward-looking statements"
within the meaning of that phrase under Canadian securities laws. Statements
other than historical facts that address possible future events, plans or
developments are forward-looking statements. Such statements may be identified
by the use of words such as "will", ""may", "expects", "estimate", "intend" or
the use of the future or conditional tense. Certain material factors or
assumptions were applied in drawing our conclusions and making those
forward-looking statements. Forward-looking statements reflect management's
current views with respect to possible future events and conditions and, by
their nature, are based on management's beliefs and assumptions and subject to
known and unknown risks and uncertainties, both general and specific to the
Company. Although the Company believes the expectations expressed in such
forward-looking statements are reasonable, such statements are not guarantees of
future performance and actual results or developments may differ materially from
those in our forward-looking statements. Readers are cautioned that risks may
change or new risks may emerge. Additional information regarding the material
factors and assumptions that were applied in making these forward looking
statements as well as the various risks and uncertainties we face are described
in greater detail in the "Risk Factors" section of our annual and interim
Management's Discussion and Analysis of our financial results and other
continuous disclosure documents and financial statements we file with the
Canadian securities regulatory authorities which are available at www.sedar.com
and available on the Company's website at www.kinbauri-gold.com. The Company
undertakes no obligation to update this forward-looking information except as
required by applicable law.


www.kinbaurimaximized.com