Kinbauri Gold Corp. Announces Business Combination With ATW Gold
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Kinbauri Gold Corp. Announces Business Combination With ATW Gold Corp.
(Thomson Reuters ONE) - TORONTO, ONTARIO--(Marketwire - July 14, 2009) - 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.EDTPresentation available athttp://events.snwebcastcenter.com/kinbaurigold/20090714/index.php----------------------------------------------------------------------Call-in NumbersGreater Toronto - 416 644 3424Toll-Free (North America) - 800 732 0232Toll-Free (UK, France, Germany, Switzerland, Spain) - 00 800 22883501Toll-Free (Australia) - 0011 800 2288 3501PlaybackToronto: 416-640-1917 Passcode: 21310993#Toll-Free: 877-289-8525 Passcode: 21310993#----------------------------------------------------------------------Kinbauri Gold Corp. (TSX VENTURE: KNB)(FRANKFURT: 3KG.DE)("Kinbauri") announced today that it has signed a binding letteragreement dated July 12, 2009, with ATW Gold Corp. (TSX VENTURE: ATW)("ATW") to combine the two companies at the agreed exchange ratio of1.35 ATW shares per Kinbauri share, which implies a purchase price ofC$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 closingprice of Kinbauri shares on July 10, 2009 and a premium of 115% overthe closing price of Kinbauri shares on May 8, 2009, the last tradingday prior to the announcement by Orvana Minerals Corp. (TSX: ORV)("Orvana") of its intention to make an unsolicited offer of C$0.55per share.On June 9, 2009, Kinbauri's Board of Directors unanimouslyrecommended that Kinbauri shareholders REJECT the unsolicited offerto purchase all of the outstanding Kinbauri shares made by Orvana asdescribed in a take-over bid circular dated May 25, 2009.Brian McEwen, Director of Kinbauri and member of its SpecialCommittee, stated, "The ATW Transaction delivers significant value toKinbauri shareholders and to Kinbauri's flagship El Valle Project andwe recommend that all shareholders join us in supporting thetransaction."The Kinbauri Board of Directors has unanimously recommended thatKinbauri shareholders vote in favour of the ATW Transaction andcontinue to reject the Orvana offer. The combination of Kinbauri andATW would move ATW closer to its goal of becoming a mid-tier goldproducer. It would also feature;- Diversified operations with significant reserve/resource upside inthree producing or close to producing gold mines. The assets havesignificant infrastructure already in place, and are located ingeopolitically and mining friendly jurisdictions;- Management from both ATW and Kinbauri with their extensive combinedmine operating, development, financing and exploration experience,including Graham Harris as Executive Chairman, Brent Butler as CEOand Brian McEwen as President; and- Strategic position and management experience to leverage continuedconsolidation in the gold industry."We understand that higher offers for the Kinbauri assets were beingentertained and therefore our efforts were directed towardsexpediting a friendly transaction that would benefit both shareholdergroups. Our merger with Kinbauri brings ATW closer to its stated goalof becoming a leading mid-tier gold producer." said Graham Harris,Executive Chairman of ATW. "We are pleased to combine ATW's strongfoundation of professionals, with experience bringing our Burnakuramine into production, with Kinbauri's team."Upon completion of the ATW Transaction, ATW will have approximately149,691,086 common shares issued and outstanding, with formerKinbauri shareholders holding approximately 53.5% of the issued andoutstanding common shares of the combined company."ATW Transaction DetailsThe ATW Transaction is expected to be structured as a plan ofarrangement between Kinbauri and a newly formed, wholly-ownedsubsidiary of ATW. Under the terms of the ATW Transaction, Kinbaurishareholders will receive 1.35 common shares of ATW per common shareof Kinbauri held. Each outstanding Kinbauri convertible security willbecome exercisable for ATW common shares based on the exchange ratioand resulting price adjustment. Two Kinbauri directors, Brian McEwenand Marilyn Bloovol, will join the ATW Board of Directors. BrianMcEwen will also be appointed President of ATW and President ofKinbauri Espana. The ATW Transaction will be subject to approval ofthe shareholders of Kinbauri and ATW.Gryphon Partners, acting as financial advisor to the SpecialCommittee of the Board of Directors of Kinbauri, has provided anopinion that the ATW offer is fair, from a financial point of view,to Kinbauri shareholders.The letter agreement setting out the ATW Transaction includes acommitment by Kinbauri not to solicit alternative transactions to theproposed ATW Transaction and to enter into a definitive arrangementagreement. ATW has also been provided with certain other rightscustomary for a transaction of this nature, including the right tomatch competing offers made to Kinbauri. The letter agreement alsoprovides for a break fee of approximately $1 million to be payable toATW in certain circumstances.Completion of the ATW Transaction is subject to a number ofconditions, including: the receipt of all necessary regulatory andcourt approvals (including the approval of the TSXV) and obtainingapprovals from the shareholders of ATW and Kinbauri at meetings to beheld no later than September 25, 2009. There can be no assurance thatthe ATW Transaction will be completed as proposed or at all.Investors are cautioned that, except as disclosed in the managementinformation circular to be prepared in connection with the ATWTransaction, any information released or received with respect to theATW Transaction may not be accurate or complete and should not berelied upon. Trading in the securities of Kinbauri should beconsidered highly speculative.Gryphon Partners is the financial advisor to Kinbauri's SpecialCommittee and its legal advisor is Wildeboer Dellelce LLP. ATW'sfinancial advisor is PI Financial Corp. and its legal counsel is CDFarber Law Group.All information contained in this new release with respect to ATW wassupplied by ATW for inclusion herein, and with respect to suchinformation, Kinbauri and its board of directors and officers haverelied on ATW.About ATWATW is a gold producer and developer, with two gold mines in WesternAustralia and is listed on Tier 1 of the TSX Venture Exchange("TSXV") (TSX VENTURE: ATW). ATW's corporate goal is to build amid-tier gold producer.ATW is incorporated under the Business Corporations Act (BritishColumbia) and was listed on the TSXV in November 2006 via an initialpublic offering. ATW made its first mining acquisition, the BurnakuraGold Mine, in December 2007. Within 15 months, Burnakura wasrecommissioned, permitted and gold production commenced. During thattime, six months after the Burnakura acquisition, ATW acquired itssecond mine, the Gullewa Gold Mine. The Gullewa Mine, apast-producing mine, is ATW's flagship project. ATW is conductingfurther exploration and other work with the goal of commencingproduction from the Gullewa Mine in 12 to 15 months. ATW's team iscomprised of Mine Engineers, Geologists and finance experts, withover 100 years of combined experience in the mining industry havingoperated worldwide.www.atwgold.comShareholders do not have to take any action on the Orvana offer andthe Kinbauri Board urges you to reject it and vote in favour of theATW Transaction.For assistance in withdrawing any shares already tendered, or otherquestions, please contact Laurel Hill Advisory Group, the InformationAgent retained by Kinbauri in connection with the Orvana Offer, tollfree at 1-888-812-9184 from anywhere in Canada or the United Statesand collect at 416-637-4661 from outside North America.Note Regarding Forward-Looking StatementsThis press release and other written or oral communication from theCompany may include certain statements that may be considered"forward-looking statements" within the meaning of that phrase underCanadian securities laws. Statements other than historical facts thataddress possible future events, plans or developments areforward-looking statements. Such statements may be identified by theuse of words such as "will", ""may", "expects", "estimate", "intend"or the use of the future or conditional tense. Certain materialfactors or assumptions were applied in drawing our conclusions andmaking those forward-looking statements. Forward-looking statementsreflect management's current views with respect to possible futureevents and conditions and, by their nature, are based on management'sbeliefs and assumptions and subject to known and unknown risks anduncertainties, both general and specific to the Company. Although theCompany believes the expectations expressed in such forward-lookingstatements are reasonable, such statements are not guarantees offuture performance and actual results or developments may differmaterially from those in our forward-looking statements. Readers arecautioned that risks may change or new risks may emerge. Additionalinformation regarding the material factors and assumptions that wereapplied in making these forward looking statements as well as thevarious risks and uncertainties we face are described in greaterdetail in the "Risk Factors" section of our annual and interimManagement's Discussion and Analysis of our financial results andother continuous disclosure documents and financial statements wefile with the Canadian securities regulatory authorities which areavailable at www.sedar.com and available on the Company's website atwww.kinbauri-gold.com. The Company undertakes no obligation to updatethis forward-looking information except as required by applicablelaw.www.kinbaurimaximized.comNeither TSX Venture Exchange nor its Regulation Services Provider (asthat term is defined in the policies of the TSX Venture Exchange)accepts responsibility for the adequacy or accuracy of this release.Contacts:Kinbauri Gold Corp.Darrell Munro, BB.A, LL.B, Manager,Corporate Communications613-836-0198dmunro(at)kinbauri-gold.comKinbauri Gold Corp.Brian McEwen, P Geol., Director604-551-6979bmcewen(at)kinbauri-gold.comwww.kinbauri-gold.comNews media:Barnes McInerney Inc.Craig MacPhail416-367-5000 ext. 244cmacphail(at)barnesmcinerney.comThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Bereitgestellt von Benutzer: hugin
" alt="Sub-division of Redeemable Shares>">Datum: 14.07.2009 - 17:29 Uhr
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