Avion Gold Corporation

Avion Gold Corporation
Dynamite Resources Ltd.

Dynamite Resources Ltd.

May 01, 2009 08:30 ET

Avion Resources Corp. and Dynamite Resources Ltd. Announce Dynamite Shareholders Approve Proposed Arrangement

TORONTO, ONTARIO--(Marketwire - May 1, 2009) -


Avion Resources Corp. (TSX VENTURE:AVR) ("Avion") and Dynamite Resources Ltd. (TSX VENTURE:DNR) ("Dynamite"), are pleased to announce that Dynamite shareholders have approved the proposed arrangement whereby Avion will acquire 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"). At the special meeting called to consider, among other things, the Arrangement, Dynamite shareholders holding approximately 55% of the issued and outstanding shares of Dynamite voted with more than 87% of the votes being cast being voted FOR the Arrangement.

Pursuant to the Arrangement, each Dynamite common share will be exchanged for 0.75 of an Avion common share (the "Exchange Ratio"). Each outstanding Dynamite convertible security will be exercisable for Avion common shares based on the Exchange Ratio. Upon completion of the Arrangement, Dynamite shareholders will own approximately 40% of Avion. The Exchange Ratio was calculated based on the net cash position of Dynamite being approximately CAD $11 million. In the event that upon closing of the transaction, Dynamite's net cash position is less than CAD $11 million, in certain circumstances, the Exchange Ratio shall be adjusted on a pro rata basis to reflect this reduction.

As a result of the Arrangement, both Avion and Dynamite shareholders with the opportunity to participate in the consolidation of the Tabakoto-Segala gold mine as well as the potential to acquire additional African gold assets and/or companies with near-term production capabilities.

Subject to receipt of final court and exchange approval, the Arrangement is expected to close on May 5, 2009.

As Avion and Dynamite have one director in common, being Stan Bharti, and one officer in common, being Patrick Gleeson, the Arrangement is considered to be non-arm's length for the purposes of the TSX Venture Exchange. Mr. Bharti currently holds 1,363,636 Avion common shares and 1,925,000 Dynamite common shares. Mr. Gleeson currently holds 45,455 Avion common shares. Upon closing of the Arrangement, Mr. Gleeson will resign as Corporate Secretary and Ms. Brianna Davies will be appointed Corporate Secretary of the combined company.

About Avion

Avion is a Canadian-based gold company with near-term production from its African gold projects in Mali. Avion has a strong operational team, as well as a team of highly qualified geologists that is currently exploring various projects in Mali. Avion currently holds 80% of the Tabakoto gold mine and has previously agreed to Dynamite acquiring 50% of its 80% interest in the Segala gold project in Mali.

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

About Dynamite

Dynamite is a Canadian-based, junior mineral exploration company. Its key asset is its right to acquire a 40% interest in the Segala Gold Project, Mali.

Dynamite's other projects are located in two areas: Mike Lake in the Yukon, Canada - Gold/Copper project located in the mineral rich Tintina Gold Belt; and in the Kyrgyz Republic - Uranium/ Gold properties located in the Tien Shan Mineral Belt near Centerra's Kumtor Gold Mine.

Additional information about Dynamite and its properties is available on its website at www.dynamiteresources.com.

Regulatory Footnotes

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and court approval. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be 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.


Contact Information