Kinbauri Update on Legal Actions
22 Maio 2009 - 11:08AM
Marketwired
Kinbauri Gold Corp. ("Kinbauri") (TSX VENTURE: KNB)(FRANKFURT:
3KG.DE) would like to advise its shareholders of the following
items regarding the recent legal actions of Orvana Minerals Corp.
("Orvana") and Jaguar Financial Corporation ("Jaguar"). These
actions were disclosed in Kinbauri's press release dated May 20,
2009. Kinbauri strenuously and categorically denies the allegations
and intends to vigorously defend these actions.
In particular, Kinbauri would draw attention to the
following:
- Kinbauri's board of directors (the "Board") struck a Strategic
Review Committee in October, 2008 to explore various options for
Kinbauri, including a merger, joint venture or other forms of
financing to advance the El Valle/Carles Mine development. M
Partners Inc. were chosen to act as financial advisors and
facilitate the process. Orvana was one of the participants in the
process, but the proposal of Glen Eagle Resources Inc. was clearly
superior for Kinbauri in the judgement of the Board. The Board
accepted Glen Eagle's proposal (the "Glen Eagle Transaction") and
proceeded on April 17, 2009 to enter into a binding letter of
intent and, subsequently, on May 12, 2009 a definitive agreement.
An early closing of the Glen Eagle Transaction was a necessity due
to the financial requirements to initiate Kinbauri's mine
development plan. Closing of the Glen Eagle Transaction is
scheduled for the end of May, 2009, subject to any contrary order
of the court.
- The Board decided on April 21, 2009 that a further private
placement (the "Private Placement") was required to assist Kinbauri
in fulfilling its business plans and filed notice (the "Notice")
with the TSXV on the same date. The only material change between
the Notice and the Private Placement, which is scheduled to close
today or Monday, May 25, 2009, is the price per unit, which has
been increased from $0.40 to $0.50 due to positive market
activity.
- Jaguar's application in connection with the Glen Eagle
Transaction (the "Jaguar Application") is based on the premise that
Orvana has initiated a take-over bid for Kinbauri. In fact, as of
the date of this press release, Orvana has not commenced a
take-over bid, rather it has simply said it "intends" to make its
bid on or before May 25, 2009, subject to numerous caveats.
- In an effort to ensure that Jaguar's interest in Kinbauri is
not diluted by the Private Placement, Jaguar was offered the
opportunity to participate in the Private Placement. Jaguar
declined Kinbauri's offer.
- Orvana has now requested that its application to the Ontario
Securities Commission be put "in abeyance" pending the decision of
the Ontario Superior Court regarding the Jaguar Application.
- Orvana and Jaguar have made a number of erroneous statements
as to Kinbauri's operations and activities. The true nature of
these are outlined in Kinbauri's press releases of May 12th and May
13th (see also www.kinbauri-gold.com).
- If, as and when Orvana initiates a take-over bid for Kinbauri,
the Board will deal with it fairly and in accordance with its
obligations.
- All actions that Kinbauri has undertaken throughout its
strategic review process, and to date, have been properly disclosed
and have been taken in the best interests of the Corporation.
The Board has struck an Independent Review Committee as a result
of Orvana's and Jaguar's actions and has retained Wildeboer
Dellelce LLP and Groia & Company as its legal counsel. The
Board intends to engage a financial advisor in the event Orvana
makes its offer. It continues to manage the business of Kinbauri in
the ordinary course and with the intention of completing the Glen
Eagle Transaction and carrying on with bringing the El Valle/Carles
Mine development into production.
About Kinbauri:
Kinbauri is a TSXV - Tier 1 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 53,243,051 common shares issued and outstanding.
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.
THIS PRESS RELEASE WAS PREPARED BY KINBAURI GOLD CORP. THE TSX
VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
Contacts: Kinbauri Gold Corp. Dr. Vern Rampton, P. Eng.,
President (613) 836-2594 (613) 831-2730 (FAX)
vrampton@kinbauri-gold.com Kinbauri Gold Corp. Brian McEwen, P
Geol., Director (613) 836-2594 (613) 831-2730 (FAX)
bmcewen@kinbauri-gold.com www.kinbauri-gold.com
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