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Message: GER Kinbauri updatem May 11

GER Kinbauri updatem May 11

posted on May 11, 2009 03:43PM

Of note: the May 28 date mentioned. Here's a copy of most of the update:

"5/11/2009 11:09:30 AM - Market Wire

OTTAWA, ONTARIO, May 11, 2009 (MARKETWIRE via COMTEX News Network) --

Kinbauri Gold Corp. ("Kinbauri") (TSX VENTURE: KNB)(FRANKFURT: 3KG.DE) has rejected a written all cash takeover proposal from Orvana Minerals Corp. ("Orvana") (TSX: ORV) dated May 6, 2009, and amended May 8th. Under the proposal, Orvana would pay $0.55 per share for all of the outstanding shares of Kinbauri The proposal is conditional on Kinbauri not consummating the previously announced deal with Glen Eagle Resources Inc. ("Glen Eagle") (TSX VENTURE: GER). (See Kinbauri press release April 17, 2009;Kinbauri Secures $32M funding for El Valle / Carles.)

The board of directors ("Board") of Kinbauri appointed an independent committee to review the proposed offer, consider other alternatives and make a recommendation to the board of directors. Based on the committee's recommendations, the Board unanimously rejected the proposed offer based on the structure provided to Kinbauri.

The announced transaction with Glen Eagle is moving towards completion, with an anticipated closing date on or about May 28, 2009. All terms have been agreed to, and signed off by both parties. The transaction is now waiting for the required approvals and transfer of funds. Kinbauri has received conditional approval from the TSX Venture Exchange.

Under terms of the agreements, Glen Eagle will invest C$32M for a 45% interest in Kinbauri's 100% owned subsidiary, Kinbauri Espana S.L., ("Espana"), which holds a 100% interest in the El Valle/Carles project for 45% of Espana. The agreement also allows Glen Eagle the right to buy a further 5% interest for an additional C$5M. This transaction implies a value for Kinbauri of $1.60 per share, without consideration of Kinbauri's other assets, far superior to the offer being made by Orvana.

The implied value is based on Glen Eagle's investment together with the Scoping Study prepared by Scott Wilson Roscoe Postle Associates (the "Scoping Study") for the El Valle/Carles project (see Kinbauri's press release, March 13th, 2009, Kinbauri Files Revised Scoping Study) and a new mine plan prepared by Kinbauri's engineers. The calculation follows from the following assumptions.

- After Tax Net Present Value (10% discount): CDN$171 million (assuming $910/ounce Au, $1.50/lb Cu, and 1 Euro = CDN$1.6)

- Current Kinbauri shares outstanding of 53.24 million

- Glen Eagle invests CDN$37 million for 50% of Espana

- Pre-production capex of CDN$57 million (per new mine plan), leaving $20 million of pre-production capex to be financed by Kinbauri and Glen Eagle through project financing; no additional equity required

- Implied price per share of Kinbauri based on after-tax NPV of CDN$171 million with Kinbauri entitled to fifty percent.

Reader's should be cautioned that Scoping Study results include some mineral resources that are not mineral reserves and that only mineral reserves are accepted as having demonstrated economic validity.

Dr. Vern Rampton, Kinbauri, President & CEO commented, "We have been in discussion with several companies with regard to the development of El Valle and Carles, with a desire to do what the board believes is best for the shareholders. To now sell our company at this price would be without recognition of its true value and without recognition of upside from development and production of the property to shareholders. This holds especially true with the recognition that El Valle should be in production in approximately one year and generating significant after-tax cash flows to Kinbauri in excess of the average annual after-tax cash flows of 18 million Canadian estimated by the Scoping Study."

With the funding supplied by Glen Eagle the company plans to proceed aggressively towards production, with a current plan that contemplates a re-start in May 2010. Requests for proposals to complete the feasibility study are being solicited and work is scheduled to begin this month. In concert, Kinbauri plans to start pre-production work based on the recently completed Scoping Study (SEDAR filed Technical Report of April 20, 2009). This work will include drilling to convert resources from inferred to measured and indicated, test mining of the high grade 107 Area ("107 Zone"), ramp and plant rehabilitation, metallurgical test-work, geotechnical and environmental studies and permitting. ..."

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