Avion, Dynamite merger receives shareholder approval

2009-05-01 09:10 ET - News Release

Mr. David Argyle reports

AVION RESOURCES CORP. AND DYNAMITE RESOURCES LTD. ANNOUNCE DYNAMITE SHAREHOLDERS APPROVE PROPOSED ARRANGEMENT

Dynamite Resources Ltd.'s shareholders have approved the proposed arrangement whereby Avion Resources Corp. will acquire all of the issued and outstanding common shares of Dynamite at an exchange ratio of 0.75 Avion common share for each Dynamite common share. At the special meeting called to consider, among other things, the arrangement, Dynamite shareholders holding approximately 55 per cent of the issued and outstanding shares of Dynamite voted with more than 87 per cent 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. 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 per cent of Avion. The exchange ratio was calculated based on the net cash position of Dynamite being approximately $11-million. In the event that upon closing of the transaction, Dynamite's net cash position is less than $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 Brianna Davies will be appointed corporate secretary of the combined company