VANCOUVER, BRITISH COLUMBIA, Mar. 16, 2010 (Marketwire) -- Underworld Resources Inc. (TSX VENTURE:UW) announced today that, further to Underworld's press release dated March 11, 2010, it has entered into a support agreement with Kinross Gold Corporation ("Kinross") (TSX:K). Pursuant to the agreement, Kinross will offer to acquire 100% of the outstanding common shares of Underworld (the "Common Shares"), other than the 8.5% of the Common Shares already owned by Kinross (on a fully-diluted basis), by way of a friendly take-over bid on the basis of 0.141 of a Kinross common share plus $0.01 in cash per Common Share, and Underworld has agreed to support the offer. In addition, Underworld's directors and senior management have entered into lock-up agreements with Kinross pursuant to which they have agreed to tender their Common Shares to the offer.
Full details of the offer will be included in the formal offer and take-over bid circular (the "Circular") expected to be mailed to Underworld shareholders shortly. The offer will be open for acceptance for at least 35 days following the commencement of the offer. The offer will be subject to several conditions, including acceptance of the offer by the holders of Common Shares (including any Common Shares issuable on exercise of options or warrants) which, together with the Common Shares and warrants directly or indirectly owned by Kinross, constitutes at least two-thirds of the outstanding Common Shares (calculated on a fully-diluted basis) and the receipt of all necessary regulatory approvals. It is expected that if Kinross acquires at least two-thirds of the outstanding Common Shares, Kinross will take steps to acquire all outstanding Common Shares not acquired pursuant to the offer. If 100% of the Common Shares are acquired, Kinross expects to issue approximately 6.8 million common shares pursuant to the transaction (based on the fully-diluted share capital of Underworld), representing approximately 1.0% of Kinross' current outstanding common shares.
Underworld Resources is a Vancouver based junior exploration company that has defined a substantial new gold discovery in the Yukon 95 km south of Dawson City.
ON BEHALF OF THE BOARD OF DIRECTORS
Adrian Fleming, President
Forward Looking Statement
Some of the statements contained in this press release are forward-looking statements. Forward-looking statements are not historical facts and are subject to a number of risks and uncertainties beyond the Company's control, including, but not exclusively, statements regarding potential mineralization, exploration results, completion of work program and studies, and future plans and objectives of the Company. Resource exploration, development and operations are highly speculative, characterized by a number of significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral resources but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.