PRESS
RELEASE
Kinbauri
Gold
Corp.
110
Westhunt Drive
P.O.
Box
158
Carp,
Ontario K0A 1L0 CANADA
Stock
Symbol:
TSXV.KNB:
3KG.DE
Website:
www.kinbauri-gold.com
FOR IMMEDIATE
RELEASE
2008-12
KINBAURI ADOPTS SHAREHOLDER
RIGHTS PLAN
OTTAWA, ONTARIO, April 2nd,
2008: Kinbauri Gold
Corp. (“Kinbauri” or the “Company”) (Toronto: TSXV.KNB;
Frankfurt: 3KG.DE) today announced that its Board of Directors has approved the
adoption of a shareholder rights plan (the “Rights Plan”) designed to encourage
the fair and equal treatment of shareholders in connection with any take-over
bid for the outstanding securities of the Company.
The Rights Plan is intended to provide the
Board of Directors with adequate time to assess a take-over bid, to consider
alternatives to a take-over bid as a means of maximizing shareholder value, to
allow competing bids to emerge, and to provide Kinbauri’s shareholders with
adequate time to properly assess a take-over bid without undue pressure. The Rights Plan is similar to plans
adopted by other Canadian companies and ratified by their shareholders. Kinbauri’s Board of Directors is not
currently aware of any pending or threatened take-over bid for the Company at
present but believes the Company’s shares are significantly undervalued and does
not adequately reflect the value of its El Valle/Carles Project in
Spain.
Under the terms of the Rights Plan, one right
(a “Right”) will be issued by Kinbauri in respect of each outstanding Kinbauri
common share at the close of business today and in respect of each Kinbauri
common share issued thereafter (subject to the terms of the Rights Plan). The Rights issued under the Rights Plan
become exercisable only if a person acquires or announces its intention to
acquire 20% or more of the common shares of the Company without complying with
the “permitted bid” provisions of the Rights Plan or without the approval of
Kinbauri’s Board of Directors.
Should such an acquisition occur, Rights
holders (other than the acquiring person or related persons) can purchase common
shares of the Company at a substantial discount to the prevailing market place
(as defined in the Rights Plan) at the time the Rights become
exercisable.
“Permitted bids” under the Rights Plan must
be made to all holders of Kinbauri’s common shares and must be open for
acceptance for a minimum of 60 days.
If at the end of 60 days at least 50% of the outstanding common shares
other than those owned by the offeror and certain related parties have been
tendered and not withdrawn, the bidder may take-up and pay for the shares but
must extend the bid for a further 10 days to allow other shareholders to tender
to the bid.
Although effective as of today, the Rights
Plan is subject to ratification by Kinbauri’s shareholders at Kinbauri’s next
annual meeting of shareholders and, if ratified, the Rights Plan must be confirmed at every third annual meeting thereafter. If not ratified within six months from
today, the Rights Plan and all of the Rights outstanding at the time will
terminate. In addition, the Rights
Plan is subject to regulatory approval, including the approval of the TSX
Venture Exchange.
A copy of the Rights Plan is available for
viewing on SEDAR at www.sedar.com, and can
also be obtained from Kinbauri upon a written request.
Kinbauri is a TSXV – Tier 1 Mineral
Exploration Company focused on the development of mineral properties, primarily
precious metal prospects in northwestern Spain, Nevada
and Canada. Its immediate focus is to expand and
upgrade resources to reserves at the El Valle property in Asturias, Spain
in order to start operations at the mine and existing mill complex there in
2010. It currently has 44,416,320 common
shares issued and outstanding.
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.
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.
FOR FURTHER INFORMATION
CONTACT:
North
America
Darrell Munro,
BB.A, LL.B, Manager Corporate Communications
E-mail:
dmunro@kinbauri-gold.com
Europe
Ruediger
(Rudy) Hnyk, CEO
INVESTEL
Investor
Relations &
Telecommunications
E-Mail: ceo@investel.de
OR
VISIT:
Kinbauri
Gold’s Hub at
http://www.agoracom.com/IR/kinbauri
where investors can post questions and receive answers or review questions
and answers already posted by other investors.
Kinbauri
Web-Site: www.kinbauri-gold.com