Underworld Resources Inc. Announces Definitive Agr
VANCOUVER, BRITISH COLUMBIA--(Marketwire - 03/16/10) - Underworld Resources Inc. (TSX-V:UW - News)announced today that, further to Underworld's press release dated March11, 2010, it has entered into a support agreement with Kinross GoldCorporation ("Kinross") (TSX:K - News).Pursuant to the agreement, Kinross will offer to acquire 100% of theoutstanding common shares of Underworld (the "Common Shares"), otherthan the 8.5% of the Common Shares already owned by Kinross (on afully-diluted basis), by way of a friendly take-over bid on the basisof 0.141 of a Kinross common share plus
.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-upagreements with Kinross pursuant to which they have agreed to tendertheir Common Shares to the offer.
Fulldetails of the offer will be included in the formal offer and take-overbid circular (the "Circular") expected to be mailed to Underworldshareholders shortly. The offer will be open for acceptance for atleast 35 days following the commencement of the offer. The offer willbe subject to several conditions, including acceptance of the offer bythe holders of Common Shares (including any Common Shares issuable onexercise of options or warrants) which, together with the Common Sharesand warrants directly or indirectly owned by Kinross, constitutes atleast two-thirds of the outstanding Common Shares (calculated on afully-diluted basis) and the receipt of all necessary regulatoryapprovals. It is expected that if Kinross acquires at least two-thirdsof the outstanding Common Shares, Kinross will take steps to acquireall outstanding Common Shares not acquired pursuant to the offer. If100% of the Common Shares are acquired, Kinross expects to issueapproximately 6.8 million common shares pursuant to the transaction(based on the fully-diluted share capital of Underworld), representingapproximately 1.0% of Kinross' current outstanding common shares.
UnderworldResources is a Vancouver based junior exploration company that hasdefined a substantial new gold discovery in the Yukon 95 km south ofDawson City.
ON BEHALF OF THE BOARD OF DIRECTORS