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LEVON RESOURCES COMPLETES ACQUISITION OF VALLEY HIGH
VENTURES
Vancouver,
BC ? March 25, 2011 ? Levon Resources Ltd. ("Levon") 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 contact Levon Resources Ltd. at (604) 682-3701, or log
onto our website www.levon.com.
LEVON RESOURCES LTD
"Ron Tremblay"
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Ron Tremblay, President & Chief Executive Officer
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