Levon Resources Completes Acquisition of Valley High Ventures
March 25 2011 - 9:00AM
Marketwired
Levon Resources Ltd. ("Levon") (TSX VENTURE: LVN)(BERLIN:
LO9)(FRANKFURT: LO9) and Valley High Ventures Ltd. ("Valley High"
or "VHV") are pleased to jointly announce the completion of the
acquisition of VHV by Levon. Levon has acquired all of the shares
of Valley High pursuant to a court-approved plan of arrangement
(the "Arrangement"). The transaction was overwhelmingly approved by
VHV's shareholders and optionholders who voted at VHV's annual and
special meeting on March 22, 2011.
Ron Tremblay, President and Chief Executive Officer of Levon
said, "We have consolidated and simplified ownership of our
flagship Cordero Project in Mexico, and are fully funded with $21
million in cash to continue aggressively pursuing exploration at
Cordero with our 59,000m Phase 3 drill program. We welcome Valley
High shareholders as shareholders of Levon."
Under the terms of the Arrangement, effective today, each former
VHV shareholder will receive 1.0 share of Levon and 0.125 of a
share of a new exploration company, Bearing Resources Ltd.
("Bearing") for each VHV share held. Options of Valley High not
exercised prior to completion of the arrangement were deemed to
have been exercised on a cashless basis for Levon shares. In
accordance with their terms, outstanding warrants of VHV will
automatically be adjusted so that, upon exercise subsequent to
completion of the transaction, for each Valley High share that
would previously have been issued, the warrantholder will receive
1.0 of a Levon share but, instead of receiving 0.125 of a share of
Bearing, the exercise price of the warrant will be reduced by the
fair value of 0.125 of a Bearing share.
Levon issued 73,322,636 common shares pursuant to the
Arrangement. Former VHV shareholders now hold approximately 43% of
the issued and outstanding shares of Levon with the existing Levon
shareholders now holding approximately 57% on a fully-diluted
basis. VHV shareholders now also own 100% of the Bearing shares and
Bearing now owns all of VHV's exploration assets outside of the
Cordero Project (as defined in the Arrangement Agreement), as well
as $1.8 million in cash. Levon now owns 100% of the Cordero
Project.
In order to receive the Levon common shares to which they are
entitled, former registered holders of VHV shares must complete and
return to Computershare Trust Company of Canada a letter of
transmittal together with their certificates representing their VHV
shares and otherwise follow the instructions contained in VHV's
management information circular dated February 18, 2011, which is
available on VHV's profile on SEDAR at www.sedar.com in order to
obtain certificates representing Levon shares and Bearing shares to
which they are entitled pursuant to the Arrangement.
About Levon:
Levon Resources is a precious and base metals exploration
company focused on exploring and developing the Cordero silver,
gold, zinc and lead project in the state of Chihuahua, Mexico. The
company also holds the Norma Sass and Ruf claims, located in the
heart of Nevada's Cortez Gold Trend near Barrick Gold's Pipeline
gold mine, and key land positions in the productive Bralorne gold
camp of southwest British Columbia, Canada
For further information log onto our website www.levon.com.
LEVON RESOURCES LTD.
Ron Tremblay, President and CEO
This release contains statements that are forward-looking
statements and are subject to various risks and uncertainties
concerning the specific factors disclosed under the heading "Risk
Factors" and elsewhere in the Company's periodic filings with
Canadian securities regulators. Such information contained herein
represents management's best judgment as of the date hereof based
on information currently available. The Company does not assume the
obligation to update any forward-looking statement.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Levon Resources Ltd. Ron Tremblay President and CEO
(604) 682-3701 (604) 682-3600 (FAX) www.levon.com
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