Valley High Ventures Ltd.

Valley High Ventures Ltd.

December 03, 2009 09:40 ET

Valley High Announces $4.1M Brokered and $1.575M Non-Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 3, 2009) -


Valley High Ventures Ltd. ("Valley High" or the "Company") (TSX VENTURE:VHV) is pleased to announce that it has arranged a brokered private placement led by PI Financial Corp. to raise gross proceeds of up to $4,140,000. The offering will consist of up to 9,200,000 units. Each unit will be priced at $0.45 and consist of one common share and one-half of one transferable common share purchase warrant (the "Warrant"). Each full Warrant will entitle the holder to purchase one additional common share of Valley High at a price of $0.65 for a period of 18 months from closing.

The Agents will receive a cash commission of 7% of the gross proceeds of the brokered offering, payable in either cash or a combination of cash and units at the election of the Agents. The Agents will be granted compensation options entitling the holder to purchase common shares equal to 7% of the aggregate number of units sold under the brokered offering at a price of $0.55 per common share for a period of 18 months from closing. The Company has also granted the Agents an option to increase the size of the brokered offering by 10% and arrange for the sale of up to an additional 920,000 units.

The Company further announces that it is proceeding with a concurrent non-brokered private placement to raise gross proceeds of up to $1,575,000. The non-brokered offering will consist of up to 3,500,000 units, with such units having the same terms as the units to be issued in the brokered offering.

All securities issued pursuant to the private placements will be subject to a four month hold period. Completion of the offerings is subject to the satisfaction of certain conditions, including TSX Venture Exchange acceptance of the offerings. The aggregate net proceeds raised from the issuance of the units under the brokered and non-brokered offerings will be used to fund a proposed exploration program at Cordero and for general working capital purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of 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.

Valley High is a Canadian based precious and base metal exploration company with projects located in Mexico, British Columbia and Yukon. The Company's Cordero property in Mexico is being evaluated for large bulk mineable silver, gold, zinc and lead deposits geologically similar to the large Penasquito deposit currently being developed by Goldcorp Inc. Recent drill results from Cordero include the discovery of a new zone at Pozo de Plata wherein drill hole C09-5 returned 152 metres grading 80.64 g/T Ag, 0.61 g/T Au, 1.41% Zinc and 1.22% lead. Levon Resources Ltd. has an option to earn a 51% interest in the project by funding exploration work totaling Cdn. $1,250,000 plus their proportion of the underlying option and property maintenance costs.

The Company's Mount Polley project is located in British Columbia adjacent to Imperial Metals Corp.'s ("Imperial") Mt. Polley copper-gold mine. Valley High has recently optioned its interest in one portion of this property, the 37 hectare Boundary Zone, to Imperial in return for a production royalty. In addition the Company is completing a drill program in the vicinity of the Boundary Zone, testing a number of geophysical targets. Valley High also has an option to acquire a 100% interest in the Flume gold property in the Yukon which is located within the newly recognized White Gold District some 30 kilometres from the new Golden Saddle discovery of Underworld Resources Inc.


"Robert Cameron"

Robert Cameron
President and CEO

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Such forward-looking statements or information, including but not limited to those with respect to the prices of copper, estimated future production, estimated costs of future production, permitting time lines, involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of Valley High to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such factors include, among others, the actual prices of copper, the factual results of current exploration, development and mining activities, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in documents filed from time to time with the securities regulators in the applicable Provinces of British Columbia and Alberta.

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.

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