KNB Kinbauri Gold Corp Com Npv

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

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A conference call with Management and members of the Board will be held on
Tuesday June 9, 2009 at 10:30 a.m. EDT


Presentation available at www.kinbaurimaximized.com,

Call in number: 416-644-3424 or 1-800-732-0232

http://events.snwebcastcenter.com/kinbaurigold/20090609/

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Kinbauri Gold Corp. (TSX VENTURE:KNB)(FRANKFURT:3KG.DE) ("Kinbauri") today
announced that its Board of Directors has unanimously recommended that Kinbauri
shareholders REJECT the unsolicited offer to purchase all of the outstanding
Kinbauri shares made by Orvana Minerals Corporation (TSX: ORV) ("Orvana") as
described in a take-over bid circular dated May 25, 2009, and that shareholders
NOT TENDER their Kinbauri shares to the Orvana offer. The Board's
recommendation, Kinbauri's Special Committee's assessment of the Orvana offer
and the reasons for the recommendation to reject the Orvana offer are set out in
a Directors' Circular which has been mailed to Kinbauri shareholders and may be
viewed in its entirety on www.sedar.com and on Kinbauri's newly launched website
www.kinbaurimaximized.com.


 "After a full and thorough review by our Board, our Special Committee and our
financial and legal advisors, our Directors were unanimous in recommending
rejection of the Orvana offer," said Brian McEwen, Director and member of the
Special Committee. "Our Board believes the Orvana offer is inadequate and fails
to reflect the true value of Kinbauri and its flagship El Valle Project."


The Special Committee has initiated a process that it believes should
crystallize superior value for all shareholders. The strong interest that has
been expressed to date demonstrates that Kinbauri has a superior asset and an
excellent future. The Committee intends to surface all expressions of interest
and present shareholders with a transaction that clearly maximizes shareholder
value.


Kinbauri's Board of Directors cited the following reasons to reject the offer:

- The Orvana offer significantly undervalues Kinbauri's advanced stage El Valle
Project, and its growth potential. A recent scoping study assigned a net present
value to the El Valle Project of $237 million - Orvana is offering only $33
million for the entire company.


- The EL Valle Project is expected to begin production in 2010 with an
anticipated annual output of approximately 145,000 of gold equivalent ounces.
The project is located in a highly prospective gold region with many
opportunities to expand our current resource base. Orvana is pressuring Kinbauri
shareholders to tender their shares before we reach production and generate
greater value for our shareholders.


- The El Valle Project has infrastructure in place with a replacement cost of
over $100 million and an experienced mining team on the ground in Spain. This
team is familiar with the assets and is skilled at advancing projects and
operating mines. By tendering to the Orvana offer you may forego significant
value upside.


- The Orvana offer is financially inadequate. Gryphon Partners Canada Inc. has
provided an opinion that, as of June 5, 2009, the consideration under the Orvana
offer is inadequate from a financial point of view to Kinbauri's shareholders.


- The Orvana offer is conditional and not a firm offer.

- The Orvana offer is not a "Permitted Bid" under Kinbauri's shareholder rights
plan.


- Kinbauri's officers and directors are rejecting Orvana's offer. None of
Kinbauri's directors and officers will tender their common shares to the Orvana
offer. A major independent shareholder, holding approximately 8 percent of the
common shares outstanding, has communicated to the Board that they will not
tender their shares to the Orvana offer.


If you agree with the Board's recommendation, you do not need to take any
action. 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.


Kinbauri also announces today the launch of the website
www.kinbaurimaximized.com which provides presentations and documents that
explain why Kinbauri shareholders should reject the inadequate hostile takeover
bid from Orvana Minerals.


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.

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