Avion Gold Corporation

Avion Gold Corporation
Dynamite Resources Ltd.

Dynamite Resources Ltd.

May 06, 2009 12:55 ET

Avion Resources Completes Acquisition of Dynamite Resources

TORONTO, ONTARIO--(Marketwire - May 6, 2009) -


Avion Resources Corp. (TSX VENTURE:AVR) ("Avion") and Dynamite Resources Ltd. (TSX VENTURE:DNR) ("Dynamite"), are pleased to announce that they have completed the previously announced acquisition (See Press Release Dated March 19, 2009), whereby Avion has acquired, by way of a plan of arrangement, all of the issued and outstanding common shares of Dynamite at an exchange ratio of 0.75 Avion common shares for each Dynamite common share (the "Arrangement"). The Arrangement was approved by the disinterested shareholders of Dynamite on April 28, 2009 and received final court approval from the Ontario Court of Justice (Commercial List) on May 4, 2009.

Pursuant to the Arrangement, Avion will issue an aggregate of 85,151,250 common shares of Avion to the former shareholders of Dynamite. As at May 6, 2009, following completion of the Arrangement, there are approximately 198,416,259 issued and outstanding common shares of Avion.

In conjunction with the Arrangement, Dynamite is also pleased to announce that it has completed its acquisition with Cash Minerals Ltd. ("Cash Minerals"), whereby Cash Minerals has acquired a 100% interest in Dynamite's Mike Lake property located in the Dawson Mining District of Yukon (the "Mike Lake Property) and has acquired Tau Mining Limited (UK) ("Tau"), which indirectly holds the Kokomeren, Barskaun, Arabelsu and Moldatu mining licences in the Kyrgyz Republic. In consideration thereof, Cash Minerals has issued 22,750,000 common shares of Cash Minerals (the "Cash Shares") and 11,375,000 common share purchase warrants of Cash Minerals (each a "Cash Warrant") to Dynamite (the Cash Shares and Cash Warrants collectively referred to as the "Cash Securities"). Each Cash Warrant shall entitle the holder thereof to acquire one Cash Share at an exercise price of $0.10 up to May 5, 2011. The Cash Securities will be distributed to the Dynamite shareholders as at close of business on May 5, 2009, on a pro rata basis as part of the Arrangement with Avion.

The Arrangement constituted a non-arm's length transaction for the purposes of the TSX Venture Exchange as Avion and Dynamite had one director in common, being Stan Bharti, and one officer in common, being Patrick Gleeson. Upon closing of the Arrangement, Mr. Gleeson has resigned as Corporate Secretary of Dynamite and Avion and Ms. Brianna Davies has been appointed Corporate Secretary of the combined company. In addition, Avion is pleased to announce that it has appointed both Lewis MacKenzie and Gerald McCarvill, former directors of Dynamite, to the Avion board of directors.

About Avion

Avion is a Canadian-based gold company focused in West Africa. The Company holds 80% of the Tabakoto and Segala gold projects in Mali. Gold production at these projects has commenced, with approximately 66,000 ounces of production forecast for 2009 with an expected cash cost of US$505 per ounce of gold. Avion has a highly skilled management team, with a focus on growth and consolidation within West Africa.

Additional information about Avion and its properties is available on its website at www.avionresources.com.
Regulatory Footnotes

Investors are cautioned that, except as disclosed in the Management Information Circular prepared by Dynamite in connection with the transaction, any information released or received with respect to the business combination may not be accurate or complete and should not be relied upon. Trading in the securities of Avion and Dynamite should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction nor approved or disapproved of the contents of this news release.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The securities will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.

Cautionary Note Regarding Forward-Looking Information 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 each of Avion and Dynamite and its projects, statements regarding exploration prospects, statements regarding synergies and financial impact of the proposed transaction, the terms and conditions of the transaction, the benefits of the proposed transaction, the terms and conditions of the Cash Minerals transaction, the identification of mineral reserves and resources, costs of and capital for exploration projects, exploration expenditures, timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. 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 Avion and Dynamite (and the company resulting from the successful completion of the proposed transaction) to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; the business of Avion and Dynamite not being integrated successfully or such integration proving more difficult, time consuming or costly than expected; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future mineral prices; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although Avion and Dynamite have 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. Avion and Dynamite do not undertake to update any forward-looking information, except in accordance with applicable securities laws.


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