Avion Gold Corporation

Avion Gold Corporation

December 17, 2008 09:14 ET

Avion Resources Announces Private Placement Financing of Up to $3 Million

TORONTO, ONTARIO--(Marketwire - Dec. 16, 2008) -


Avion Resources Corp. (TSX VENTURE:AVR) (the "Corporation") announces that the Corporation has entered into an engagement letter with Delano Capital Corp. ("Delano") regarding a "best efforts" private placement financing of units ("Units") of the Corporation for gross proceeds of up to $3 million, based upon the issue of 37,500,000 Units at a price of $0.08 per Unit (the "Offering Price"). Each Unit is to be comprised of one common share of the Corporation and one-half of one share purchase warrant of the Corporation (each whole share purchase warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one common share of the Corporation at a price of $0.10 at any time prior to the date that is 18 months from the date of issue.

The Corporation intends to use the net proceeds of the financing to fund the development towards production of the Corporation's Segala and Tabakoto projects, continued exploration activities, the potential repayment of debt, and working capital purposes.

Closing of the offering is anticipated to occur on or before December 29, 2008 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange.

The common shares will be subject to resale restrictions for a period of four months plus one day from the Closing Date. The Corporation has agreed to pay Delano a commission equal to 6% of the gross proceeds raised by Delano and issue compensation options that shall entitle Delano to acquire that number of common shares of the Corporation equal to 6% of the number of Units issued at the Offering Price for a period of twelve months from the Closing Date.

Avion is a connected issuer (as such term is defined in NI 33-105) to Delano since Mr. Rene Bharti is an officer of both Avion and Delano.

About Avion Resources Corp.

Avion Resources is a Canadian-based exploration and development company focused on strategic acquisitions in Africa. Avion has a team of highly qualified geologists, as well as a strong operational team that is exploring various properties in the previously mentioned region. Avion currently holds currently holds 80% of the Tabakoto gold mine and 40% of the Segala gold deposit in Mali.

Cautionary Notes

This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the future financial or operating performance of the Company, the prospective mineralization of the properties, planned exploration programs, anticipated production schedule and terms, availability and likelihood of future acquisitions, and the impact of the acquisition of the Tabakoto and Segala projects on Avion. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; acquisition risks; and other risks of the mining industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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