UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 20-F





o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934ORx
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For fiscal year ended March 31, 2012ORo
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____ to ______ORo
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report:





Commission file number: 000-13248





LEVON RESOURCES LTD.


(Exact name of Registrant as specified in its charter)





Province of British Columbia, Canada


(Jurisdiction of incorporation or organization)





570 Granville Street, Suite 900
 Vancouver, British Columbia V6C 3P1, Canada


(Address of principal executive offices)





Ron Tremblay


570 Granville Street, Suite 900


Vancouver, British Columbia V6C 3P1, Canada


Tel:604-682-3701


Email: rontremblay@levon.com


(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)





Securities registered pursuant to Section 12(b) of the Act:None
 
 Securities registered pursuant to Section 12(g) of the Act:Common Shares, no par value


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None





Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:  199,754,423 common shares as at March 31, 2012





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oNo x





If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No x





Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every  Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes oNo
o





Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one)




Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o




Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:




U.S. GAAP
o
International Financial Reporting Standards as issued by the International Accounting Standards Board
x
Other
o


If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:





Item 17 o                      Item 18  o





If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o  No x





TABLE OF CONTENTS




INTRODUCTION


1CURRENCY


1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


1CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING RESERVE AND RESOURCE ESTIMATES


3EXPLANATORY NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION


3GLOSSARY OF MINING TERMS


4PART I


6Item 1.
Identity of Directors, Senior Management and Advisors


6Item 2.
Offer Statistics and Expected Timetable


6Item 3.
Key Information


6Item 4.
Information on the Company


18Item 5.
Operating and Financial Review and Prospects


42Item 6.
Directors, Senior Management and Employees


51Item 7.
Major Shareholders and Related Party Transactions


64Item 8.
Financial Information


66Item 9.
The Offer and Listing


66Item 10.
Additional Information


68Item 11.
Quantitative and Qualitative Disclosures about Market Risk


80Item 12.
Description of Securities Other than Equity Securities


81PART II


82Item 13.
Defaults, Dividend Arrearages and Delinquencies


82Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds


82Item 15.
Controls and Procedures


82Item 16A.
Audit Committee Financial Expert


83Item 16B.
Code of Ethics


83Item 16C.
Principal Accountant Fees and Services


83Item 16D.
Exemptions from the Listing Standards for Audit Committees


84Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers


84Item 16F.
Changes in Registrants Certifying Accountant


84Item 16G.
Corporate Governance


84Item 16H.
Mine Safety Disclosure


84PART III


85Item 17.
Financial Statements


85Item 18.
Financial Statements


85Item 19.
Exhibits


85
  
  Introduction





In this annual report on Form 20-F, which we refer to as the "Annual Report", except as otherwise indicated or as the context otherwise requires, the "Company", "we", “our” or "us" refers to Levon Resources Ltd.


Currency





Unless we otherwise indicate in this Annual Report, all references to "Canadian Dollars", "CDN$" or "$" are to the lawful currency of Canada and all references to "U.S. Dollars" or "US $" are to the lawful currency of the United States.





Cautionary Note Regarding Forward-Looking Statements





This Annual Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and within the meaning of applicable Canadian securities regulations. Such forward-looking statements concern the Company’s anticipated results and developments in the our operations in future periods, planned exploration and, if warranted, development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.





Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:





·
risks related to the uncertainty regarding our ability to continue as a going concern;




·
risks related to our history of losses and our need to raise additional capital to continue our operations and to mine our properties;




·
risks related to our lack of history of producing metals from our mineral properties;




·
risks related to increased costs affecting our financial condition;




·
risks related to shortages of equipment and supplies;




·
risks related to mining and resource exploration being an inherently dangerous activity;




·
risks related to resource estimates;




·
risks related to material changes in resource estimates;




·
risks related to the mining industry being highly speculative and involving substantial risks;




·
risks related to our properties being in the exploration stage;




·
risks related to fluctuations in the market prices of commodities, including gold;




·
risks related obtaining necessary permits and licenses;




·
risks related to our activities being subject to governmental, environmental and other regulations;




·
risks related to pending and potential future regulations regarding climate change;




·
risks related to land reclamation costs;




·
risks related to our activities being subject to potential political and economic instability and unexpected regulatory change;




1




·
risks related to our lack of insurance coverage for certain activities;




·
risks related to potential litigation;




·
risks related to our acquisition activities;




·
risks related to competition in the mining industry;




·
risks related to potential conflicts of interest of our management;




·
risks related to our dependence on our management;




·
risks related to our managing growth;




·
risks related to foreign currency fluctuations;




·
risks related to differences in US and Canadian reporting practices for mineral reserve and resource estimates;




·
risks related to potential joint ventures and partnerships;




·
risks related to evolving corporate governance and public disclosure standards;




·
risks related to uncertainty regarding claims of title and right of aboriginal people;




·
risks related to our not having paid dividends to date;




·
risks related to our stock price and volume being volatile; and




·
risks related to our being a foreign private issuer.





This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements.  Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section heading “Item 3. Key Information – D. Risk Factors” below.  If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected.  Forward-looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur.  Given
these uncertainties, users of the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements.  Investors should consult the Company’s quarterly and annual filings with Canadian securities commissions and the United States Securities and Exchange Commission (the “SEC”) for additional information on risks and uncertainties relating to forward-looking statements.  We do not assume responsibility for the accuracy and completeness of these statements.





Forward-looking statements are based on our beliefs, opinions and expectations at the time they are made, and the Company does not assume any obligation to update forward-looking statements if those beliefs, opinions, or expectations, or other circumstances, should change, except as required by applicable law.




2





The Company qualifies all the forward-looking statements contained in this Annual Report by the foregoing cautionary statements.





Cautionary Note to United States Investors Concerning Reserve and Resource Estimates





As used in this Annual Report, the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101—Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)—CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the SEC’s Industry
Guide 7 (“SEC Industry Guide 7”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.




In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Guide 7 standards as in place tonnage and grade without reference to unit measures.




Accordingly, information contained in this Annual Report and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.





Explanatory Note Regarding Presentation of Financial Information




The annual audited consolidated financial statements contained in this annual report on Form 20-F are reported in Canadian dollars. For all periods up to and including the year ended March 31, 2012, we prepared our consolidated financial statements in accordance with International Financial Reporting Standards (‘‘IFRS’’). The annual audited consolidated financial statements for the year ended March 31, 2012 are our first annual consolidated financial statements that have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (‘‘IASB’’) and IFRS 1, First Time Adoption of
International Financial Reporting Standards. See International Financial Reporting Standards — Transition from Canadian GAAP to IFRS in our ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ included in this annual report on Form 20-F under ‘‘Item 5 — Operating and Financial Review and Prospects.’’




We have prepared the annual audited consolidated financial statements that comply with IFRS as described in the accounting policies in Note 2 of our annual audited consolidated financial statements. In preparing the annual audited consolidated financial statements, our opening statement of financial position was prepared at April 1, 2010, our date of transition to IFRS. Note 17 of our annual audited consolidated financial statements explains the principal adjustments we made in restating our previously published Canadian GAAP statements of financial position as at April 1, 2010 and March 31, 2011 and our previously published Canadian GAAP consolidated statements of operations and comprehensive loss for the
year ended March 31, 2011.




3




Glossary of Mining Terms




au

The elemental symbol for gold.anomalous

A value, or values, in which the amplitude is statistically between that of a low contrast anomaly and a high contrast anomaly in a given data set.anomaly

Any concentration of metal noticeably above or below the average background concentration.assay

An analysis to determine the presence, absence or quantity of one or more components.breccia

A rock in which angular fragments are surrounded by a mass of finer-grained material.chert

A rock resembling flint and consisting essentially of crypto-crystalline quartrz or fibrous chalcedony.cretaceous

The geologic period extending from 135 million to 65 million years ago.cubic meters or m3

A metric measurement of volume, being a cube one meter in length on each side.diamond drill

A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.fault

A fracture in a rock where there has been displacement of the two sides.grade

The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t or gpt) or ounces per ton (oz/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.hectare or ha

An area totaling 10,000 square meters.highly anomalous

An anomaly which is 50 to 100 times average background, i.e. it is statistically much greater in amplitude.intrusive

A rock mass formed below earth’s surface from magna which has intruded into a preexisting rock mass.laterite

A residual product of rock decay that is red in color and has a high content in the oxides of iron and hydroxide of aluminum.lode claim

A mining claim on an area containing a known vein or lode.mineral reserve

The economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of the reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral resources are sub-divided in order of increasing confidence into "probable" and "proven" mineral reserves. A probable mineral reserve has a lower level of confidence than a proven mineral reserve. The term "mineral reserve" does not necessarily signify that extraction facilities are in place or operative or that all governmental
approvals have been received. It does signify that there are reasonable expectations of such approvals.

Cautionary Note to U.S. Investors:Please review the “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates” above.mineral resource

The estimated quantity and grade of mineralization that is of potential economic merit. A resource estimate does not require specific mining, metallurgical, environmental, price and cost data, but the nature and continuity or mineralization must be understood. Mineral resources are sub-divided in order of increasing geological confidence into "inferred", "indicated", and "measured" categories. An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource. An indicated mineral resource has a higher level of confidence than an inferred mineral resource, but has a lower level of confidence than a measured mineral resource. A mineral resource is a concentration or
occurrence of natural, solid, inorganic or fossilized organic material in or on the earth’s crust in such form and quantity and of such grade or quality that it has reasonable prospects for economic extraction.

Cautionary Note to U.S. Investors:Please review the “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates” above.




4




mineralization

Usually implies minerals of value occurring in rocks.net smelter or NSR

Payment of a percentage of net mining profits after deducting applicable smelter charges.Ore

A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.outcrop

An exposure of rock at the earth’s surface.porphyry

Rock type with mixed crystal sizes, ie. containing larger crystals of one or more minerals.possible or inferred ore

Term used to describe ore where the mineralization is believed to exist on the basis of some geological information, but the size, shape, grade, and tonnage are a matter of speculation.prefeasibility study and preliminary feasibility study

Each means a comprehensive study of the viability of a mineral project that hasadvanced to a stage where mining method, in the case of underground mining, or the pit configuration, in the case of open pit mining, has been established, and which, if an effective method of mineral processing has been determined, includes a financial analysis based on reasonable assumptions of technical, engineering, operating and economic factors, and the evaluation of other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral
reserve.probable mineral reserve

The economically mineable part of an indicated, and in some circumstances, a measured mineral resource demonstrated by at least a prefeasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

Cautionary Note to U.S. Investors:Please review the “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates” above.proven mineral reserve

The economically mineable part of a measured mineral resource demonstrated by at least a prefeasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified. The term should be restricted to that part of the deposit where production planning is taking place and for which any variation in the estimate would not significantly affect potential economic viability.

Cautionary Note to U.S. Investors:Please review the “Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates” above.pyrite

Iron sulphide mineral.quartz

Silica or SiO2, a common constituent of veins, especially those containing gold and silver mineralization.silification

A  process of fossilization whereby the original organic components of an organism are replaced by silica, as quartz chalcedony, or opal.sulfidation

In conditioning a flotation pulp, addition of soluble alkaline sulfides in aqueous solution to produce a sulfide-metal layer on an oxidized ore surface.ton

Imperial measurement of weight equivalent to 2,000 pounds.tonne

Metric measurement of weight equivalent to 1,000 kilograms (or 2,204.6 pounds).trench

A long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure.veins

The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.




5





Part I





Item 1.
Identity of Directors, Senior Management and Advisors





Not applicable





Item 2.
Offer Statistics and Expected Timetable





Not applicable





Item 3.
Key Information





A.
Selected Financial Data





The selected historical consolidated financial information set forth below has been derived from our annual audited consolidated financial statements.





For the years ended March 31, 2012 and 2011, we have prepared our consolidated financial statements in accordance with IFRS, as issued by the IASB. Our March 31, 2011 consolidated financial statements were initially prepared in accordance with Canadian GAAP, consistent with the prior years and the periods ended March 31, 2010, 2009, and 2008. We have adjusted our consolidated financial information at and for the year ended March 31, 2011, in accordance with IFRS 1, and therefore the financial information set forth in this annual report on Form 20-F for the year ended March 31, 2011 may differ from information previously published. We adopted IFRS with a transition date of April 1, 2010. For details regarding
the adjustments made with respect to the comparative data refer to Note 17 to our annual audited consolidated financial statements contained in this annual report on Form 20-F.





The selected historical consolidated financial information presented below is condensed and may not contain all of the information that you should consider. This selected financial data should be read in conjunction with our annual audited consolidated financial statements, the notes thereto and the sections entitled “Item 3. Key Information – D. Risk Factors”  and ‘‘Item 5 — Operating and Financial Review and Prospects.’’





In accordance with IFRS





The tables below set forth selected consolidated financial data under IFRS for the years ended March 31, 2012 and 2011. The information has been derived from our annual audited consolidated financial statements set forth in ‘‘Item 17 — Financial Statements.’’





In this Annual Report all dollars are expressed in Canadian dollars unless otherwise stated.





March 31, 2012

(IFRS)
March 31, 2011

(IFRS)Total Revenues
$

-
$

-Loss before other items
(13,735,479)
(24,684,097)Net Loss for the Year
(13,124,833)
(24,642,101)Net Comprehensive Loss for the Year
(13,140,449)
(24,642,655)Loss per Share, Basic and Diluted
(0.07)
(0.31)Total Assets
184,859,967
145,255,935Total Liabilities
708,372
861,595Working Capital
58,048,017
19,608,972Share Capital
230,608,666
169,689,837Total Equity
184,151,595
144,394,340Weighted Average Number of Common Shares Outstanding
194,269,099
78,689,400




6





Exchange Rates





The following table sets forth information as to the period end, average, the high and the low exchange rate for Canadian Dollars and U.S. Dollars for the periods indicated based on the noon buying rate in New York City for cable transfers in Canadian Dollars as certified for customs purposes by the Federal Reserve Bank of New York (Canadian dollar = US$1).





Year EndedMarch 31,

Average


Period End


High


Low2008


1.0327



1.0279



1.1584



0.91702009


1.1264



1.2602



1.3000



0.98442010


1.0904



1.0156



1.2643



1.01132011


1.0163



0.9718



1.0778



0.96862012


1.0172



0.9991



1.0604



0.9449





The following table sets forth the high and low exchange rate for the past six months based on the noon buying rate.  As of July 5, 2012, the exchange rate was CDN$1.0191 for each US$1.00.





Month

High


LowJan 2012


1.0014



0.9735Feb 2012


1.0016



0.9866March 2012


1.0153



0.9985April 2012


1.0197



0.9961May 2012


1.0164



0.9663June 2012


0.9825



0.9599





B.
Capitalization and Indebtedness





Not Applicable.





C.
Reasons for the Offer and Use of Proceeds





Not Applicable.





D.
Risk Factors





In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating us and our business. This Annual Report contains forward-looking statements that involve risk and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed below and elsewhere in this Annual Report.




7





Risk Related to Our Operations





There is uncertainty regarding our ability to continue as a going concern.





Our ability to continue as a going concern is uncertain and dependent upon obtaining the financing necessary to meet our financial commitments and to complete the exploration, and if warranted, development of our properties and/or realizing proceeds from the sale of one or more of our properties. Our continuation as a going concern is dependent upon continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, confirmation of our interests in the underlying properties, and the attainment of profitable operations. As a result, there is uncertainty about our ability to continue as a going concern. There is no assurance that we will be able to raise
sufficient cash to fund our future exploration programs and operational expenditures. Our financial statements do not include the adjustments that would be necessary if we were unable to continue as a going concern.




We have a history of losses and we will be required to raise additional capital to continue our operations and to mine our properties.





We have not been profitable since our inception. For the fiscal year ended March 31, 2012, we had a net loss of $13,124,833 and an accumulated deficit on March 31, 2012 of $62,899,323. We have not generated revenues from operations and do not expect to generate revenues from operations until one or more of our properties are placed in production. All of our properties are in the exploration stage, which means that we have known mineral reserves on our properties. We currently do not have sufficient funds to fully complete exploration and development work on any of our properties, which means that we will be required to raise additional capital, enter into joint venture relationships or find alternative means
to finance placing one or more of our properties into commercial production, if warranted. If the Company fails to raise additional funds it will curtail its activities and may risk being unable to maintain its interests in its mineral properties.





Failure to obtain sufficient financing may result in the delay or indefinite postponement of exploration, and, development or production on one or more of our properties and any properties we may acquire in the future or even a loss of property interests. This includes our leases over claims covering the principal deposits on our properties, which may expire unless we expend minimum levels of expenditures over the terms of such leases. We cannot be certain that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable or acceptable to us. Future financings may cause dilution to our shareholders.





We have no history of producing metals from our mineral properties.





We have no history of producing metals from any of our properties. Our properties are all exploration stage properties in various stages of exploration. Advancing properties from exploration into the development stage requires significant capital and time and successful commercial production from a property, if any, will be subject to completing feasibility studies, permitting and construction of the mine, processing plants, roads, and other related works and infrastructure. As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:


·
completion of feasibility studies to verify reserves and commercial viability, including the ability to find sufficient gold reserves to support a commercial mining operation;





·
the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting and construction of infrastructure, mining and processing facilities;





·
the availability and costs of drill equipment, exploration personnel, skilled labor and mining and processing equipment, if required;





·
the availability and cost of appropriate smelting and/or refining arrangements, if required;





·
compliance with environmental and other governmental approval and permit requirements;




8





·
the availability of funds to finance exploration, development and construction activities, as warranted;





·
potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants which may delay or prevent development activities; and





·
potential increases in exploration, construction and operating costs due to changes in the cost of fuel, power, materials and supplies.


The costs, timing and complexities of exploration, development and construction activities may be increased by the location of our properties and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if warranted, development, construction and mine start-up. Accordingly, our activities may not result in profitable mining operations and we may not succeed in establish mining operations or profitably producing metals at any of our properties.





Increased costs could affect our financial condition.





We anticipate that costs at our projects that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.





A shortage of equipment and supplies could adversely affect our ability to operate our business.





We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of production.





Mining and resource exploration is inherently dangerous and subject to conditions or events beyond our control, which could have a material adverse effect on our business and plans.





Mining and mineral exploration involves various types of risks and hazards, including:





·
environmental hazards;


·
power outages;


·
metallurgical and other processing problems;


·
unusual or unexpected geological formations;


·
personal injury, flooding, fire, explosions, cave-ins, landslides and rock-bursts;


·
inability to obtain suitable or adequate machinery, equipment, or labor;


·
metals losses;


·
fluctuations in exploration, development and production costs;


·
labor disputes;


·
unanticipated variations in grade;


·
mechanical equipment failure; and


·
periodic interruptions due to inclement or hazardous weather conditions .





These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties, personal injury, environmental damage, delays in mining, increased production costs, monetary losses and possible legal liability. We may not be able to obtain insurance to cover these risks at economically feasible premiums. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from production, is not generally available to us or to other companies within the mining industry. We may suffer a material adverse effect on our business if we incur losses related to any significant
events that are not covered by our insurance policies.




9





The figures for our resources are estimates based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.





Unless otherwise indicated, mineralization figures presented in this Annual Report and in our filings with securities regulatory authorities, press releases and other public statements that may be made from time to time are based upon estimates made by independent geologists and our internal geologists.  When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineral reserves and grades of mineralization on our properties.  Until ore is actually mined and processed, mineral reserves and grades of mineralization must be considered as estimates only. Whether an ore body will be commercially viable depends on a
number of factors including the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as mineral prices and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in a mineral deposit being unprofitable.





Estimates can be imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that:





·
these estimates will be accurate;


·
resource or other mineralization estimates will be accurate; or


·
this mineralization can be mined or processed profitably.





Any material changes in mineral resource estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital.





As we have not completed feasibility studies on all of our properties and have not commenced actual production, mineralization resource estimates may require adjustments or downward revisions. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by our feasibility studies and drill results. Minerals recovered in small scale tests may not be duplicated in large scale tests under on-site conditions or in production scale.





The resource estimates contained in this Annual Report have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for gold, silver or other commodities may render portions of our mineralization and resource estimates uneconomic and result in reduced reported mineralization or adversely affect the commercial viability determinations we reach. Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our share price and the value of our properties.





The mining industry is highly speculative and involves substantial risks.





The mining industry, from exploration, development and production is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits, which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by us may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and government regulations, including
regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in us not receiving an adequate return on investment capital.




10





Our properties are all at the exploration stage and have no proven reserves. Our exploration activities on our properties may not be commercially successful, which could lead us to abandon our plans to develop the property and our investments in exploration.





Our long-term success depends on our ability to identify mineral deposits on our existing properties and other properties we may acquire, if any, that we can then develop into commercially viable mining operations.  Despite exploration work on our mineral claims, no known bodies of commercial ore or economic deposits have been established on any of our properties. In addition, we are at the exploration stage on all of our properties and substantial additional work will be required in order to determine if any economic deposits occur on our properties. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. These risks include unusual or unexpected
geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor. The success of gold, silver and other commodity exploration is determined in part by the following factors:





·
the identification of potential mineralization based on surficial analysis;


·
availability of government-granted exploration permits;


·
the quality of our management and our geological and technical expertise; and


·
the capital available for exploration and development work.





Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining.





Even in the event commercial quantities of minerals are discovered, the exploration properties might not be brought into a state of commercial production. Finding mineral deposits is dependent on a number of factors, including the technical skill of exploration personnel involved. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental
protection. We may invest significant capital and resources in exploration activities and abandon such investments if we are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may have an adverse effect on the market value of our securities and the ability to raise future financing.





Changes in the market price of gold, silver and other metals, which in the past has fluctuated widely, will affect the profitability of our operations and financial condition.





Our long-term viability and future profitability depend, in large part, upon the market price of gold and other metals and minerals produced from our mineral properties. The market price of gold and other metals is volatile and is impacted by numerous factors beyond our control, including:





·
expectations with respect to the rate of inflation;


·
the relative strength of the U.S. dollar and certain other currencies;


·
interest rates;


·
global or regional political or economic conditions;


·
supply and demand for jewelry and industrial products containing metals;


·
sales by central banks and other holders, speculators and producers of gold and other metals in response to any of the above factors; and


·
any executive order curtailing the production or sale of gold.





We cannot predict the effect of these factors on metal prices. Gold prices quoted in US dollars have fluctuated during the last several years. The price of gold (London Fix) has ranged from $1,316 to $1,896 per ounce during calendar 2011, closing at $1,574.50 on December 30, 2011; $1,058 to $1,421 per ounce during calendar 2010, closing at $1,405.50 on December 30, 2010; $810 to $1,212 per ounce during calendar 2009, closing at $1,087 on December 30, 2009; from $712 to $1,011 per ounce during calendar 2008, closing at $865 on December 31, 2008.




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A decrease in the market price of gold and other metals could affect the commercial viability of our properties and our anticipated development of such properties in the future.  Lower gold prices could also adversely affect our ability to finance exploration and development of our properties.





We may not be able to obtain all required permits and licenses to place any of our properties into production.





Our operations require licenses and permits from various governmental authorities. We believe that we hold all necessary licenses and permits under applicable laws and regulations and believe that we are presently complying in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that we will be able to obtain or maintain all necessary licenses and permits as are required to explore and develop its properties, commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the
cost.





Our exploration activities are subject to various federal, provincial, state and local laws and regulations.





Laws and regulations govern the exploration, development, mining, production, importing and exporting of minerals; taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and other matters. In many cases, licenses and permits are required to conduct mining operations. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a substantial adverse impact on us. Applicable laws and regulations will require us to make certain capital and operating expenditures to initiate new operations. Under certain circumstances, we may be required to stop our
exploration activities once we are started until a particular problem is remedied or to undertake other remedial actions.





Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.





All phases of our operations are subject to environmental regulation in the jurisdictions in which we operate. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Compliance with environmental laws and
regulations and future changes in these laws and regulations may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future changes in these laws or regulations could have a significant adverse impact on our properties or some portion of our business, causing us to re-evaluate those activities at that time.





Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.





A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the emotion, political significance and
uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations.




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Land reclamation requirements for our properties may be burdensome and expensive.





Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long term effects of land disturbance.





Reclamation may include requirements to:





·
control dispersion of potentially deleterious effluents;


·
treat ground and surface water to drinking water standards; and


·
reasonably re-establish pre-disturbance land forms and vegetation.





In order to carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. We plan to set up a provision for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.




Our operations are subject to potential political or economic instability and unexpected regulatory change.




Certain of our properties are located in countries, provinces and states more likely to be subject to political and economic instability, or unexpected legislative change, than is usually the case in certain other countries, provinces and states.  Our mineral exploration activities could be adversely effected by:




·
political instability and violence;




·
war and civil disturbances;




·
expropriation or nationalization;




·
changing fiscal regimes;




·
fluctuations in currency exchange rates;




·
high rates of inflation;




·
underdeveloped industrial and economic infrastructure;




·
changes in the regulatory environment governing mineral properties; and




·
unenforceability of contractual rights,




any of which may adversely affect our business in that country.




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We do not maintain insurance with respect to certain high-risk activities, which exposes us to significant risk of loss.





Mining operations generally involve a high degree of risk. Hazards such as unusual or unexpected formations or other conditions are often encountered. We may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it cannot maintain insurance at commercially reasonable premiums. Any significant claim would have a material adverse effect on our financial position and prospects. We are not currently covered by any form of environmental liability insurance, or political risk insurance, since insurance against such risks (including liability for pollution) may be prohibitively expensive. We may have to suspend operations or take cost interim compliance
measures if we are unable to fully fund the cost of remedying an environmental problem, if it occurs.





We may be subject to costly litigation.





Although we are not currently subject to litigation, we may become involved in disputes with other parties in the future, which may result in litigation. Any litigation could be costly and time consuming and could divert our management from our business operations. In addition, if we are unable to resolve any litigation favorably, it may have a material adverse impact on our financial performance, cash flow and results of operations.





Our acquisition activities may expose us to additional risks in the future.





We undertake evaluations of opportunities to acquire additional mining properties.  Any resultant acquisitions may be significant in size, may change the scale of our business, and may expose us to new geographic, political, operating, financial and geological risks. Our success in its acquisition activities depends on our ability to identify suitable acquisition candidates, acquire them on acceptable terms, and integrate their operations successfully. Any acquisitions would be accompanied by risks, such as a significant decline in the price of gold or silver, the ore body proving to be below expectations, the difficulty of assimilating the operations and personnel of any acquired companies, the
potential disruption of our ongoing business, the inability of management to maximize the financial and our strategic position through the successful integration of acquired assets and businesses, the maintenance of uniform standards, controls, procedures and policies, the impairment of relationships with customers and contractors as a result of any integration of new management personnel and the potential unknown liabilities associated with acquired mining properties. In addition, we may need additional capital to finance an acquisition.  Historically, we have raised funds through equity financing and the exercise of options and warrants. However, the market prices for natural resources are highly speculative and volatile. Accordingly, instability in prices may affect interest in resource properties and the development of and production from such properties that may adversely
affect our ability to raise capital to acquire and explore resource properties. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.





We  operate in a highly competitive industry.





We compete with other developmental resource companies, which have similar operations, and many competitors have operations, financial resources, and industry experience greater than us. We may encounter increasing competition from other mining companies in our efforts to acquire mineral properties and hire experienced resource industry professionals. Increased competition in our business could adversely affect our ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.





There is a limited supply of desirable mineral lands available for acquisition, claim staking or leasing in the areas where we contemplate expanding our operations and conducting exploration activities. Many participants are engaged in the mining business, including large, established mining companies. Accordingly, there can be no assurance that we will be able to compete successfully for new mining properties.




Competition for recruitment and retention of qualified personnel.




We compete with other exploration companies, many of which have greater financial resources than us or are further in their development, for the recruitment and retention of qualified employees and other personnel.  Competition for exploration resources at all levels is currently very intense, particularly affecting the availability of manpower, drill rigs and supplies.  If we require and are unsuccessful in acquiring additional personnel or other exploration resources, we will not be able to grow at the rate we desire or at all.




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Our directors and officers may have conflicts of interest as a result of their relationships with other companies.





Certain of our directors and officers are officers and/or directors of, or are associated with, other natural resource companies that acquire interests in mineral properties. Such associations may give rise to conflicts of interest from time to time. The directors are required by law, however, to act honestly and in good faith with a view to our best interests and those of our shareholders and to disclose any personal interest which they may have in any material transaction which is proposed to be entered into with us and to abstain from voting as a director for the approval of any such transaction.





We are dependent on our management.




We are dependent on the services of key executives including our President and Chief Executive Officer and other highly skilled and experienced executives and personnel focused on advancing our corporate objectives as well as the identification of new opportunities for growth and funding.  Due to our relatively small size, the loss of these persons or our inability to attract and retain additional highly skilled employees required for our activities may have a material adverse effect on our business and financial condition.




We are subject to foreign currency fluctuations.





We operate in more than one country and our functional currency is the Canadian Dollar. Our offices are located in Canada, and certain of its mining exploration properties are located in Mexico and the United States. The Company’s financial results are reported in Canadian Dollars. Any appreciation in the currency of the United States, Mexico or other countries where we may carryout exploration activities against the Canadian or U.S. Dollar will increase our costs of carrying out operations in such countries.  Fluctuations in and among the various currencies in which the Company operates could have a material effect on the Company’s operations and its financial results.





There are differences in U.S. and Canadian practices for reporting reserves and resources.





Our reserve and resource estimates are not directly comparable to those made in filings subject to SEC reporting and disclosure requirements, as we generally report reserves and resources in accordance with Canadian practices. These practices are different from the practices used to report reserve and resource estimates in reports and other materials  filed with the SEC. It is Canadian practice to report measured, indicated and inferred resources, which are generally not permitted in disclosure filed with the SEC by United States issuers. In the United States, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and
legally produced or extracted at the time the reserve determination is made. United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves.





Further, "inferred resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations; however, the SEC only permits issuers to report "resources" as in place tonnage and grade without reference to unit measures.





Accordingly, information concerning descriptions of mineralization, reserves and resources contained in this report, or in the documents incorporated herein by reference, may not be comparable to information made public by other United States companies subject to the reporting and disclosure requirements of the SEC.





Joint ventures and other partnerships may expose us to risks.





In the future, we may enter into joint ventures or other partnership arrangements with other parties in relation to the exploration, development and production of certain of the properties in which we have an interest. Joint ventures can often require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions such as an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions which could lead to a deadlock in the operations of the joint venture or partnership. Further, we
may be unable to exert control over strategic decisions made in respect of such properties. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their properties and therefore could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our common shares.




15





Our business is subject to evolving corporate governance and public disclosure regulations that have increased both our compliance costs and the risk of noncompliance, which could have an adverse effect on our stock price.





We are subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the SEC. These rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by Congress, making compliance more difficult and uncertain. For example, on July 21, 2010, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) with increased disclosure obligations for public companies and mining companies in the United States. Our efforts to comply with the Dodd-Frank Act and other new regulations have resulted in, and are likely to continue to
result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.





Risks Related to Our Securities





Our common shares have limited and volatile trading volume.





Although our common shares are listed on the TSX Exchange, referred to as the “TSX” and the Frankfurt Stock Exchange, referred to as the “FSE”, and are occasionally traded in the United States on the “grey market”, the volume of trading has been limited and volatile in the past and is likely to continue to be so in the future, reducing the liquidity of an investment in our common shares and making it difficult for investors to readily sell their shares in the open market. Without a liquid market for our common shares, investors may be unable to sell their shares at favorable times and prices and may be required to hold their shares in declining markets or to sell them at
unfavorable prices.





Our common shares have experienced volatility in  share price.





In recent years, securities markets in Canada have experienced a high level of price volatility. The market price of many resource companies, particularly those, like us, that are considered speculative exploration companies, have experienced wide fluctuations in price, resulting in substantial losses to investors who have sold their shares at a low price point. These fluctuations are based only in part on the level of progress of exploration, and can reflect general economic and market trends, world events or investor sentiment, and may sometimes bear no apparent relation to any objective factors or criteria. During the 2012 fiscal year, our common share fluctuated on the TSX between a low of $0.66 and a
high of $2.38.  Subsequent to the 2012 fiscal year, our common share price has fluctuated between a low of $0.38 and a high of $0.72.  Significant fluctuations in our common share price is likely to continue, and could potentially increase in the future.





U.S. investors may experience difficulty in effecting service of process against us.





We are incorporated under the laws of the Province of British Columbia, Canada. Consequently, it will be difficult for United States investors to affect service of process in the United States upon our directors or officers, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States securities laws. The majority of our directors and officers are residents of Canada. A judgment of a United States court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the United State court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter.
There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or us predicated solely upon such civil liabilities.




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We believe that we may be a "passive foreign investment company" for the current taxable year which would likely result in materially adverse United States federal income tax consequences for United States investors.





We generally will be designated as a "passive foreign investment company" under the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended (a "PFIC") if, for a tax year, (a) 75% or more of our gross income for such year is "passive income" (generally, dividends, interest, rents, royalties, and gains from the disposition of assets producing passive income) or (b) if at least 50% or more of the value of our assets produce, or are held for the production of, passive income, based on the quarterly average of the far market value of such assets.  United States shareholders should be aware that we believe we were classified as a PFIC during its tax year ended March
31, 2012, and may be a PFIC for future taxable years.  If we are a PFIC for any taxable year during which a United States person holds our securities, it would likely result in materially adverse United States federal income tax consequences for such United States person. The potential consequences include, but are not limited to, re-characterization of gain from the sale of our securities as ordinary income and the imposition of an interest charge on such gain and on certain distributions received on our common shares.  Certain elections may be available under U.S. tax rules to mitigate some of the adverse consequences of holding shares in a PFIC.  See “Taxation – Certain United States Federal Income Tax Consequences – Passive Foreign Investment Company Rules” below.  Each United States shareholder should consult its own
tax advisor regarding the U.S. and non-U.S. tax consequences relating to the acquisition, ownership and disposition of common shares, including the application of the PFIC rules.





We do not currently intend to pay cash dividends.





We have never declared or paid cash dividends on our common shares. We currently intend to retain future earnings to finance the operation, development and expansion of our business. We do not anticipate paying cash dividends on our common shares in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors and will depend on our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our board of directors considers relevant. Accordingly, investors will only see a return on their investment if the value of our securities appreciates.





As a foreign private issuer, our shareholders may have less complete and timely data.




We are a “foreign private issuer” as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Our equity securities are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the U.S. Exchange Act pursuant to Rule 3a12-3 of the U.S. Exchange Act. Therefore, we are not required to file a Schedule 14A proxy statement in relation to the annual meeting of shareholders. The submission of proxy and annual meeting of shareholder information on Form 6-K may result in shareholders having less complete and timely information in connection with shareholder actions. The
exemption from Section 16 rules regarding reports of beneficial ownership and purchases and sales of common shares by insiders and restrictions on insider trading in our securities may result in shareholders having less data and there being fewer restrictions on insiders’ activities in our securities.




Penny stock rules may make it more difficult to trade our common shares.





The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks".  Generally, penny stocks are equity securities with a price of less than US$5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system).  Since our common shares are traded for less than US$5.00 per share, the shares are subject to the SEC’s penny stock rules.  Our common shares will be subject to the penny stock rules until such time as (1) the issuer's net tangible assets exceed US$5,000,000 during the issuer's first three years of continuous operations or US$2,000,000 after the issuer's first three years
of continuous operations; or (2) the issuer has had average revenue of at least US$6,000,000 for three years.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prescribed by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer must obtain a written acknowledgement from the purchaser that the purchaser has received the disclosure document.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account.  In addition, the
penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  Such rules and regulations may make it difficult for holders to sell our common shares, and they may be forced to hold it indefinitely.




17





Item 4.
Information on the Company





Cautionary Note to United States Investors




We describe our properties utilizing mining terminology such as "measured resources",  "indicated resources" and “inferred resources” that are recognized and required by Canadian regulations but are not recognized by the SEC.  United States investors are cautioned not to assume that any part of the mineral deposits in these categories will ever be converted into reserves.





A.
History and Development of the Company





The Company was incorporated by Memorandum of Association under the laws of the Province of British Columbia, Canada on April 9, 1965 under the name Alice Arm Mining Ltd.  On January 13, 1975 we changed the name from Alice Arm Mining Ltd. to New Congress Resources, and on January 12, 1983 adopted the name Levon Resources Ltd. The principal executive office of the Company is located at 570 Granville Street, Suite 900, Vancouver, British Columbia, Canada, V6C 3P1 and its phone number is 604-682-3701.





The Company is a natural resource company, primarily engaged in the acquisition, exploration and development of natural resource properties. In recent years, the Company’s principal business activities have been the exploration of mineral properties located in Mexico. In this last fiscal year, the Company acquired 100% ownership in the Cordero Property in Chihuahua, Mexico. Previously, the Company held a 51% ownership in the property.





In addition, the Company has claims in British Columbia, Canada and Nevada, U.S. The Company has completed exploration on these properties but has focused its attention in Mexico in recent years.  The British Columbia properties consist of interest in three mineral properties including the Congress, Goldbridge (also known as the “BRX claims) and Wayside claims.  The Nevada properties include interest in three mineral properties, the Eagle Claims, the Norma Sass and the Ruf Claims.





The Company’s common shares are listed on the TSX Exchange under the symbol “LVN”, and the Frankfurt Stock Exchange under the symbol “L09” and are occasionally traded in the United States on the “grey market” under the symbol “LVNVF”.





B.
Business Overview





Operations and Principal Activities





Levon is a Canadian-based “exploration stage company” focusing on silver and gold exploration. The Company’s most recent activities have been conducted on the Cordero-Sanson Property located near Hidalgo Del Parral, Chihuahua, Mexico. The Cordero mining claims were comprised of claims wholly-owned by Valley High Ventures Ltd. (“Valley High”) by agreement with small local mining companies, and certain other claims that were staked by the Company. In February 2009, the Company signed a Letter of Intent with Valley High, whereby Levon would earn a 51% interest in Valley High’s wholly owned Cordero-Sanson Property (“Cordero”). On March 25, 2011, the Company acquired all
of the shares of Valley High pursuant to a court-approved plan of arrangement (the “Arrangement”) giving the Company 100% ownership in the Cordero Property.




18





Prior years had exploration on the Congress Property located in the Lillooet Mining Division of British Columbia, Canada, where we hold interest in two other mineral properties, more particularly the Goldbridge (also known as the BRX) claims and the Wayside claims.





The Company also holds certain interests in three mineral properties located in the Bullion Mining District, Lander County, Nevada, USA, known as the Ruf and Norma Sass claims and the Eagle claims.





The Company is an "exploration stage company", as all of its properties are currently in the exploratory stage of development. The Company has not yet determined whether its mineral properties contain ore reserves that are economically recoverable. There is no assurance that a commercially viable mineral deposit exists on any of its properties. In order to determine if a commercially viable mineral deposit exists further geological work will need to be done and a final evaluation based upon the results obtained to conclude economic and legal feasibility.





Significant Acquisitions and Significant Dispositions




On March 25, 2011, the Company acquired all of the shares of Valley High pursuant to a court-approved plan of arrangement (the “Arrangement”).  Prior to the Arrangement, Valley High was a Canadian based precious and base metal exploration company with projects located in Mexico, British Columbia and Yukon. Prior to the Arrangement, Valley High owned 49% of the Cordero Property and the Company held the remaining 51% interest.




Under the terms of the Arrangement, each former VHV shareholder received 1.0 share of the Company and 0.125 of a share of a new exploration company, Bearing Resources Ltd. ("Bearing"), for each VHV share held. In accordance with their terms, outstanding warrants of VHV were automatically adjusted so that upon exercise, subsequent to completion of the transaction, for each VHV share that would previously have been issued, the warrant holder will receive one common share of the Company, and instead of receiving 0.125 of a Bearing share, the exercise price of the warrant will be reduced by the fair value of 0.125 of a Bearing share. As consideration for the
acquisition, a total of 73,322,636 common shares were issued to VHV shareholders at a fair value of $130,514,292 based on the market price of the Company’s common shares on March 25, 2011, and 6,259,550 warrants were issued to replace the old warrants of VHV on a one-to-one basis at a fair value of $6,599,565 based on the Black-Scholes option pricing model.  This transaction has been accounted for as an acquisition of assets. The excess of the consideration given over the fair value of the assets and liabilities acquired has been allocated to exploration and evaluation assets.  The allocation of the consideration given and net assets acquired of this transaction is summarized as follows:




Competition





The mining industry in which we are engaged is highly competitive. Competitors include well capitalized mining companies, independent mining companies and other companies having financial and other resources far greater than those of the Company’s. The companies compete with other mining companies in connection with the acquisition of gold and other precious metal properties. In general, properties with a higher grade of recoverable mineral and/or which are more readily minable afford the owners a competitive advantage in that the cost of production of the final mineral product is lower. Thus, a degree of competition exists between those engaged in the mining industries to acquire the most valuable
properties. As a result, the Company may eventually be unable to acquire attractive gold mining properties.





Dependence on Customers and Suppliers




The Company is not dependent upon a single or few customers or suppliers for revenues or its operations.




19





Seasonality





Certain of the Company’s operations are conducted in British Columbia.  The weather during the colder seasons in these areas can be extreme and can cause interruptions or delays in the Company’s operations.  As a result, the preferable time for activities in these regions is the spring and summer when costs are more reasonable and access to the properties is easier.  In the summer months, however, if the weather has been unusually hot and dry, access to the Company’s properties may be limited as a result of access restrictions being imposed to monitor the risks of forest fires.





Government and Environmental Regulation





The current and anticipated future operations of the Company, including development activities and commencement of production on its properties, require permits from various federal, territorial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.  Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply
with applicable laws, regulations and permits.  Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies.  The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities.  There can be no assurance, however, that all permits which the Company may require for construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations, or that new legislation or modifications to existing legislation, would not have an adverse effect on any exploration or mining project which the Company might undertake.





Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.  Parties engaged in exploration and mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations.





The enactment of new laws or amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in the development of new mining properties.





C.
Organizational Structure




The Company’s subsidiaries include the British Columbia incorporated wholly-owned Valley High Ventures, Ltd, three wholly-owned subsidiaries incorporated under the laws of Mexico, namely Administración de Proyectos Levon en México, S.A. de C.V., Minera Titan, S.A. de C.V. and Minera El Camino, S.A. de C.V. and three wholly owned subsidiaries incorporated under the laws of British Virgin Islands, namely Aphrodite Asset Holdings Ltd., Citrine Investments Limited and Turney Assets Limited.





D.
Property, Plants and Equipment





Presently, the Company is an “exploration stage company”, as all of the Company’s properties are currently in the exploratory stage of development. In order to determine if a commercially viable mineral deposit exists in any of the Company’s properties, further exploration  work will need to be done and a final evaluation based upon the results obtained to conclude economic and legal feasibility.




20





In previous years, the Company focused its exploration activities on its properties located in British Columbia, Canada. These are located on the north side of Carpenter Lake, 90 kilometers west of the town of Lillooet, British Columbia, Canada and 4 kilometers northeast of the small town of Goldbridge (population 50) in the Lillooet Mining Division, NTS 092J15W.  Exploration there has been concluded and the properties are for sale.





The Company’s current focus is on the exploration of the Cordero property located in the Chihuahua State of Mexico.  The property and region host excellent infrastructure with ample power and water plus easy road access.  The nearby town of Hidalgo Del Parral (pop. 102,000), just 35 km southwest by road, offers a rail head, supplies and skilled mining labor.





Cordero Project, Chihuahua State, Mexico










Ownership.




The Company owns a 100% interest in the project which includes about 20,000 hectares of staked and optioned mining claims in two separate parcels.  A single 19 hectare claim is under negotiation to consolidate the entire district.  Notarized surface access agreements are in place with all surface rights owners for all the key central mining claims.  The surface access rights agreements with local family ranches are all transferable to third parties as are all underlying mining claim agreements within the historical Cordero mining district.




The Cordero project staked claims are owned 100% by Minera Titan S.A. de C.V. - a wholly owned Mexican subsidiary of Levon.  Optioned claims at the Cordero project are optioned to Minera Titan.





Mining claims owned by Levon through Minera Titan are staked claims, royalty free and good in perpetuity as long as annual assessment work and filings are completed.  Minera Titan purchased the mining concession named “San Pedro”, title 215161 from Minera de Cordilleras, S.A. de C.V. on August 4, 2010.  In the purchase agreement, a royalty of 2% NSR was agreed.  The royalty is only related to this lot.  The annual assessment work is minimal and annual reporting is due in May; the Company has satisfied its assessment and reporting requirements for 2011. Underlying agreements for mining claims are notarized option to purchase agreements, are good in perpetuity as
long as payments are made subject to the underlying agreement





•
EXPLORATION AND OPTION AGREEMENT WITH MR. ELOY HERRERA. Minera Titan shall pay to Mr. Herrera a royalty of 1% of net smelter return (NSR). The royalty will be calculated on the first hand purchaser ́s payment. Minera Titan has right of first refusal to acquire to Mr. Herrera ́s royalty in front of any proposal of a third bona fide third party.





•
EXPLORATION AND OPTION AGREEMENT WITH JANDRINA, S.R.L Minera Titan shall pay to Jandrina a royalty of 2% of net smelter return (NSR) . Minera Titan has the followings rights: (i) To acquire until the 50% of the royalty (1%) paid to Jandrina USD$500,000.00 for each 0.50%. and (ii) The right of first refusal to acquire to Jandrina ́s royalty in front of any proposal of a third bona fide third party.




21





All option agreement payments apply to the NSR on production. All option payments to date total about $1.5 million toward the purchase option.  See the table below for option payment information.





The Cordero project mining claims are all unpatented federal lode mining claims under Mexican law, which provide mineral exploration and mining rights. The annual payments for the optioned mining claims and the annual assessment on the staked mining claims are all owned and administered and maintained by Minera Titan.





The total area of the Levon claim holdings at its Cordero project is approximately 19,884.3 hectares. The table below lists Levon’s Cordero project claims and agreement obligations:




22





Table 1: Levon Resources Ltd.

Mexican Cordero Properties

January 6, 2011Project
State
Company
Claim Name
Title No.
Area (ha)
Ownership
Option Payment
Mining Taxes
Assessment Filing
Additional NotesCordero
Chihuahua, MX
Minera Titan S.A.de C.V.



Mexico: 28191*1
Sansón
230434
7,510.8325
100% Titan
n/a
Paid to June30, 2012
Complete toMay 2011
Titan II (Formally Irmita) and Peral acquired in  lottery in October 2010.



Survey work filed for both Titan II and Perla.  (Perla has been titled)

Perla was title on May 31, 2012. mining taxes. The proportional part of the first semester of 2012 will be paid in July jointly  with the second semestre, 2012.



San Pedro purchased (100%) from Cordilleras in 2010.Underlying 2% NSR. Minera Titán has first right of refusal.Sansón I
231280
950.0000
n/a
Paid toJune30, 2012
Complete toMay 2011Sansón II
231281
400.0000
n/a
Paid to June 30, 2012
Complete toMay 2011Sansón fracción 1
228104
0.0763
n/a
Paid to June 30, 2012
Complete toMay 2011Sansón fracción 2
228105
0.0906
n/a
Paid to June 30, 2012
Complete to May 2011Titán
235089
1,700.0000
n/a
Paid to June 30, 2012
Complete to May 2011Titán I
235090
8,150.0000
n/a
Paid to June 30, 2012
Complete to May 2011Titán II
16/39514*
100.0000
n/a
No taxation until titled
No assessment until titledPerla
240461
400.0000
n/a
Recently titled
Recently titledSan Pedro
215161
1.9422
n/a
Paid to June 30, 2012
Complete to May 2011San Octavio
165481
2.0000

n/a
Paid to June 20, 2012.
Complete to May 2011
San Octavio Claim was acquired by Minera Titan on May,2012.



Related to the assessment filing, this claim is less than 10 Ha, according with the law, his owner does not had obligation to submit the proof.




23




Project
State
Company
Claim Name
Title No.
Area (ha)
Ownership
Option Payment
Mining Taxes
Assessment Filing
Additional NotesCordero
Chihuahua, MX
Minera Titan S.A.de C.V.



Mexico: 28191*1
Unif. Cordero
171994
218.8613
Held under option by Titan to acquire 100% interest from Jandrina, S. de R.L. (Fernando Rascón )
$150,000 (paid Feb. 21, 2011)

$220,000 (due Feb. 21, 2012)

$1,470,000 (due Feb. 21, 2013).



Once the option has been exercised, 2% NSR; up to 1% can be purchased at a rate of US$500,000 per 0.5%; (optionee retains first right of refusal on remaining NSR).
Paid to June 30, 2012
Complete to May 2011Argentina
179438
3.9140
Paid to June 30, 2012
Complete to May 2011Catas de Plateros
177836
2.0000
Paid to June 30, 2012
Complete to May 2011Sergio
214655
9.8172
Paid to June 30, 2012
Complete to May 2011El Santo Job
213841
155.5708
Paid to June 30, 2012
Complete to May 2011Todos Santos
238776
2.5042
Paid to June 30, 2012
Recently titledJosefina
172145
6.0750
Held under option by Titan to acquire 100% interest from Mr. Eloy  Herrera
$150,000 (paid Feb. 21, 2011)

$300,000 (due Feb. 21, 2012)

$1,500,000 (due Feb. 21, 2013)

Once the option has been exercised, 1% NSR (optionee retains first right of refusal on remaining 1% NSR)
Paid to June 30, 2012
Complete to May 2011Berta
182264
16.5338
Paid to June 30, 2012
Complete to May 2011La Unidad dos
212981
175.7555
Paid to June 30, 2012
Complete to May 2011La Unidad
178498
78.2960
Paid to June 30, 2012
Complete to May 2011TOTAL AREA (All Tenures)   19,884.2694 ha
*Application Number (title number provided when tenure granted)




24





Geological Setting





Cordero encompasses an emerging district centered on high level, Tertiary porphyry style, bulk tonnage, open pit silver, gold, zinc, lead mineralization located in rolling cattle country and accessed by state highways.  Cordero is within an emerging Chihuahua-Zactatecas regional trend of similar deposits, which includes Penasquito (GoldCorp), Camino Rojo (GoldCorp), Pitarilla (Silver Standard) and San Agustin (Silver Standard) and others that appear to be part of a transcontinental belt of similar deposits, which has yet been completely defined in the literature.  Cordero includes two porphyry belts and a third mineralized volcanic center to the
south (Perla).  Cordero is projected to have discovery potential for multiple bulk tonnage, open pit deposits.  Drilling in 2009, 2010,  2011 and 2012 (112,000 m core drilling total in 250 holes) has encountered significant and consistent mineralization with discovery zones found and grid drilled in the Pozo de Plata Diatreme, Josefina Mine Zone and Cordero Porphyry Zone.  The zones combine into a large scale, bulk tonnage, open pit silver, gold, zinc, lead NI 43-101 compliant mineral resource (reported in the Mineral Resources section below).





Silver, gold, zinc, lead and locally copper and moly mineralization at Cordero is controlled by a belt of six volcanic and subvolcanic, Tertiary felsic igneous rhyolite, dacite porphyry, and granodiorite porphyry, intrusive complexes, emplaced into a sequence of interbedded Cretaceous limestone, calcareous mudstone, siltstone and sandstone.





Geologic mapping, soils and rock chip sampling, and geophysical surveys have expanded the strike length of the mineralized Cordero Porphyry Belt about 60% since 2009 at the beginning of Levon's exploration.  It appears that all six intrusives in this area are mineralized and encompass targets for bulk tonnage Ag, Au, Zn, Pb type deposits.  Recognition of three mineralized diatreme complexes to the southwest of the current resource and active and past mines in the Cordero district significantly expands the untested exploration potential of the area.  The depth of exposure of the six porphyry centers within the Cordero Porphyry Belt vary
systematically, from a shallow exposed porphyry stock in the northeast to progressively deeper intrusive centers toward the southwest.  This district scale pattern accounts for the three high levels, poorly exposed diatreme complexes added to the southwest, and the more typical porphyry style mineralization exposed to the northeast.  Recognition of this geologically controlled geometry is guiding the systematic district scale exploration.





Drill results reveal five types of silver, gold, zinc and lead vein mineralization:





●
Type 1 – Narrow, high grade vein zone mineralization of galena, sphalertie and some tetrahedrite and wire silver.





●
Type 2 – Diatreme breccia  mineralization: clasts, matrix and through going veins hosted by diatreme breccia  and mineralized rhyolite and dacite breccia dikes; sphalerite, argentiferous galena, minor silver sulfosalt minerals and pyrite, with rusty weathering carbonate gangue minerals and occasionally rhodocrosite.  Diatreme mineralization crops out in the Pozo de Plata Diatreme discovery and is exposed to 500 m depths in the discovery drill grid.





●
Type 3 - High grade, massive sulfide replacement type mineralization (mantos) within the contact zones of porphyry intrusives; coarse grained argentiferous galena, sphalerite and lessor pyrite.  Type 3 mineralization is exposed only in drill holes in the Pozo de Plata Diatreme and was discovered in hole C10-31.  It represents a prime high grade mineralization target type.





●
Type 4 – Disseminated and stockwork vein mineralization typical of bulk tonnage porphyry deposits;  sphalerite, marmotite, argentiferous galena, minor, very fine grained silver sulfosalt minerals (species not known), pyrite and locally molybdenite, with associated rusty weathering carbonate and minor rhodocrosite gangue and alteration minerals;  porphyry style pervasive and stockwork controlled and zoned alteration assembledges, from  green argillic, argillic, propyllitic, phyllic and potassic  alteration  toward the center of the mineralized system, but with pervasive and vein, intergrown alteration minerals that include rusty weathering carbonate and rhodacrosite and calcite, often substituting for silica within the alteration
assembledges.  The carbonate, rich alteration is displayed within the porphyry and diatreme mineralization (Types 2 and 4).  Best exposed in drill core of the Cordero Porphyry Zone and in weathered rocks at the surface in the Zone.




●
Type 5 – Younger granodiorite porphyry hosted disseminated and stockwork porphyry style copper and molyodenite mineralization beneath the porphyry silver, gold, zinc, lead mineralization of the resource in a northeast part of the resource.




25





Location and Access










Surface Access Rights





We have notarized agreements for exploration surface rights with ranch owners with lands on our central mining claims covering the mineral resource and on all outlying exploration targets on our claims.  The surface rights agreements require monthly rental payments to remain in good standing.  The surface rights agreements are of unlimited term and are transferable to any assigned third party. As of March 31, 2012, our average monthly payments were approximately $10,000 and we had promptly made all required payments.





Infrastructure





To accommodate processing, sampling and storing the drill core, the Company has built three core sheds to store the core samples, including the rehabilitation of an adobe hay barn that serves as a field office, core sampling facilities and core storage.  The Company constructed a water supply station to supply water to the core shed facilities and the core drills.  There are no modern, large scale mining facilities or equipment at the project since it is an exploration stage project.  Artisan miners who are contractors for the owners of the optioned claims, continue small scale, hand sorted ore mining operations in shallow shafts in the
district under provisions of the option agreements.  Their operations can be terminated on demand under the option agreements at Levon's discretion.





Exploration Costs


Exploration expenditures to date total about $20 million. The Company has completed 112,000 metres of core drilling in four Phases of exploration to date.  Phase 4 exploration also includes advancing the engineering studies of the project including water and power supplies, metallurgy, preliminary mine design, and advancing the expanded exploration land use permit.





Power and Water


M3 Engineering and Technology (M3), Tucson, Arizona, has been contracted to guide and manage Cordero engineering studies and provide engineering scale water resource characterization and power availability studies at the project  The water and power studies are on-going.









26











History and Exploration





Prior to 2009 Valley High Resources, Ltd had consolidated a core land position in the historic Cordero high grade silver vein mining district and staked additional contiguous claims to cover a 10,000 hectare land position.  Levon started exploration at Cordero in February through a joint venture agreement with Valley High.  By August 2009 under Levon’s direction, the property was doubled to about 20,000 hectares through claim staking, to cover the Cordero Porphyry Belt and a second belt recognized to the north.  Transferable surface access agreements are now in place with surface owners for the land package. Our exploration has been mostly in the Cordero Porphyry Belt area
in the south tier of the property with some initial holes drilled in the Porfido Norte Belt 10 km to the north and the Perla Volcanic Center 5 km to the south.





In February 2009, the Company signed a Letter of Intent with Valley High, whereby Levon would earn a 51% interest from Valley High by making a cash payment of US$10,000 (CDN$12,513) (paid) and by spending CDN$1,250,000 by the end of February 2013 with a first year commitment of CDN$250,000 to explore and develop their wholly owned Cordero-Sanson Property (“Cordero”) 35 km northeast of the town of Hidalgo Del Parral, in the state of Chihuahua in north central Mexico.





In February of 2009, the Company commenced field work on the Cordero project exploring for large scale, bulk tonnage, porphyry type Ag, Au, Zn, Pb deposits, a number of which have been recently discovered in similar geologic settings in north central Mexico (Penasquito, Pitarrilla, Comino Rojo and others).  Levon geologic mapping established the Cordero Porphyry Belt trends northeast and has a 15 km strike length and is 3 to 5 km wide. The belt consists of six mineralized intrusive (porphyry) centers including three newly discovered diatreme breccia complexes that have not been explored for large scale, bulk tonnage Ag, Au, Zn, Pb deposits in the past.  The Cordero Felsic Dome and La Ceniza
Stock have been explored and developed for high grade Ag, Au, Zn and Pb veins, mined to the water table by shallow underground shaft workings.  The only past bulk tonnage deposit exploration has apparently been by Penoles and confined to the northeastern most Sanson Stock intrusive center for Mo and Cu deposits  and for skarn deposits in the southwestern most stock in the northern porphyry belt.





In Phase 1 exploration by  October 2009, Levon had drilled three discovery core holes (economic grades over mineable, bulk tonnage widths), which were separated by 1.3 kilometers  The best discovery hole was in the Pozo de Plata Diatreme, which Levon first recognized early in Phase 1.  And the best intercept in the discovery holes was in C09-5 that intersected 152 metres grading 80.64 g/T Ag, 0.61 g/T Au, 1.41% Zn and 1.22% Pb in the mineralized diatreme.





Four follow up Phases of exploration grid drilling were conducted to offset the initial discovery holes.  The grid drilling revealed widespread, bulk tonnage mineralization among the discovery holes, which represents a large scale open pit, bulk tonnage discovery..  The first bulk tonnage NI 43-101 resource was calculated by June 2011 (detailed in the Mineral Resource section below) near the end of Phase 3 drilling.  M3 completed a NI Preliminary Economic Analysis (PEA) on the initial resource by January, 2012 as Phase 4 drilling continued.  A second NI43101 resource update completed on Phase 4 results by June 2012 (also detailed in the Mineral Resource section
below).





Concurrently with the resource grid drilling, exploration holes were completed to initially test a series of outlying, mine-scale targets defined by geologic mapping, sampling and geophysical surveys.  The geophysics included 3D induced polarization (IP), air borne magnetic, electromagnetic (EM) and radiometric surveys, ground gravity and a high resolution magnetotellurics (MT) survey.  The drill results locally encountered mineralization that warrants some additional exploration follow up.




27





Proposed Exploration





Phase 4 exploration drilling was a seamless continuation of the Phase 3 program.  Phase 4 goals are to 1) Complete delineation drilling of the first resource 2) Complete exploration drilling to make additional outlying discoveries that require grid drilling and 3) To further advance engineering studies on water and power supplies, additional metallurgical testing, optimize the possible mine design, complete private land acquisition and consolidate the last remaining claim ownership to de risk the project.





Of the proposed 130,000 m of Phase 4 drilling 31,000 m have been completed and the project has shifted into advancing the engineering aspects of the project.





Levon has defined and initially tested a series of exploration targets south of Pozo de Plata Diatreme (Pasto del Sur Diatreme) and to the southwest in the Dos Mil Diez and Molina de Viento Diatremes in targets 10 km to the north in the the Porfido Norte Belt.  The Perla property  felsic dome we staked 5 km south of the Cordero claims was also initially drill tested..  The targets have been prioritized  and initially drill tested in Phase 4 with mineralization of geologic significance encountered that require follow up in the future.





Exploration Potential





Cordero geology, metal assemblages and scale of the porphyry controlled mineralized centers appear to be most analogous with the Penasquito mine of GoldCorp.  We believe Cordero geology, mineralization and exploration results to date support this analogy and point to this scale of upside discovery potential at Cordero.  Cordero is in the early discovery stage of exploration.





For further details and maps of the Cordero project, please see our website: www.levon.com





Reserves





Cordero has no known mineral reserves, as defined in SEC Industry Guide 7, and is an early-stage minerals exploration project.





Mineral Resource Estimates





Levon contracted Independent Mining Consultants (IMC) to complete the first independent NI 43-101 compliant bulk tonnage resource calculation at Cordero which they reported in June, 2011.  M3 followed up with a NI 43-101 compliant Preliminary Economic Assessment (PEA) in January, 2012 (summarized in the PEA section below).  A second independent resource update for Phase 4 drilling which continued was reported in June 2012 with the NI 43-101 compliant report now being prepared by M3 and IMC.





The  first NI 43-101 compliant bulk tonnage mineral resource for the Company's Cordero Project , Chihuahua, Mexico was completed in June  2011 The mineral resource estimate was within an entire open pit geometry  with a preliminary waste to mineral resource strip ratio of 1.7:1 using a base case USD $6/tonne (T) net smelter return (NSR) cutoff. IMC estimates the mineral resource contains:




·
An indicated resource of 521.6 million tonnes (MT) containing: 310.9 million ounces (Moz) silver, 0.908 Moz gold, 5.3 billion pounds (Blbs) zinc, 2.9 Blbs lead.




·
An inferred resource of 200.9 MT containing: 139.9 Moz silver, 0.229 Moz gold, 2.2 Blbs zinc, 1.2 Blbs lead.




Using a USD $15 NSR cutoff, a subset of the total Mineral Resource within the open pit geometry includes:




·
An indicated resource of 170.7 MT containing: 173.9 Moz silver, 0.466 Moz gold, 2.7 Blbs zinc, 1.7 Blbs lead.




·
An inferred resource of 65.5 MT containing: 88.4 Moz silver, 0.094 Moz Au, 1.2 Blbs zinc, 0.7 Blbs lead.




28




Table 1 provides a summary of the mineral resource at various cutoffs. The mineral resource is based on the assays from 160 core holes as of June 1, 2011. An ordinary kriged block model was developed from the drill hole assay data by IMC. The mineral resource is within a floating cone, open pit geometry. As reported previously (news release of January 13, 2011), M3 has been retained by Levon to complete a preliminary economic assessment (PEA) in Q3, 2011. IMC and M3 drew on the initial metallurgical bench scale test results, which have been completed for the PEA, to calculate the NSR cutoffs (Table 1). The NSR values reflect the value of the metals recovered after applying estimated milling and smelting
recoveries, transportation, smelting, and refining charges. The base case metal prices used for NSR values are USD $25 per ounce silver, USD $1200 per ounce gold, USD $1.00 per pound zinc and USD $1.00 per pound lead. The mill recoveries, metal distribution, smelting charges, and transportation charges used by IMC are conservative estimates provided by M3 based on best available information.




Table 1:Cordero Mineral Resource; IMC ordinary kriged block model using core drilling through hole C11-160NSR
Resource

Class
Pozo de Plata Area (Includes Josefina)
Porphyry Zone
Combined AreasCutoff,

$/T
Million

Tonnes
Ag, g/T
Au, g/T
Zn, %
Pb, %
Million

Tonnes
Ag, g/T
Au, g/T
Zn, %
Pb, %
Million

Tonnes
Ag, g/T
Au, g/T
Zn, %
Pb, %
 $6.00
Indicated
293.23
20.04
0.07
0.44
0.26
228.33
16.61
0.03
0.49
0.24
521.56
18.54
0.05
0.46
0.25Inferred
32.44
19.54
0.05
0.56
0.27
168.41
22.07
0.03
0.47
0.27
200.85
21.66
0.04
0.49
0.27$10.00
Indicated
188.89
25.59
0.09
0.54
0.33
126.21
22.13
0.03
0.64
0.33
315.11
24.20
0.07
0.58
0.33Inferred
21.91
24.17
0.06
0.70
0.35
168.41
22.07
0.03
0.47
0.27
190.32
22.31
0.04
0.50
0.28$15.00
Indicated
107.99
32.98
0.11
0.66
0.43
62.73
29.44
0.04
0.83
0.45
170.72
31.68
0.09
0.72
0.44Inferred
12.90
30.54
0.06
0.88
0.45
52.59
44.81
0.04
0.83
0.52
65.48
42.00
0.05
0.84
0.51$20.00
Indicated
65.51
39.75
0.14
0.76
0.52
34.63
36.73
0.04
1.00
0.56
100.14
38.71
0.10
0.84
0.53Inferred
6.60
39.66
0.07
1.12
0.59
35.47
56.19
0.04
0.97
0.61
42.06
53.60
0.05
0.99
0.61




Metal
Price
Mill RecoveryPb Conc.
Zn Conc.Silver
$25.00/oz
60%
19%Zinc
$1.00/lb

50%Lead
$1.00/lb
70%Gold
$1200/oz
not included




The mineral resource (Table 1) includes the Pozo de Plata Diatreme, the Josefina Mine Zone, and the Cordero Porphyry Zone discoveries.




The second independent NI 43-101 compliant bulk tonnage mineral resource for the Company's Cordero Project located 35 km northeast of Hidalgo Del Parral, Chihuahua, Mexico was completed in June 2012. The resource was completed by IMC in collaboration with M3.





IMC recalculated the Cordero resource on the basis of the latest drill results and released their results on June, 9, 2012 (news release of June 19, 2012).  IMC  reports an additional 33,380m of core drilling (41 holes) were modeled along with holes of the first resource that shows an increase in the Indicated Resource of 53 million (M) ounces of silver (Ag), 37 thousand (K) ounces of gold (Au), 0.8 billion (B) pounds (lbs) of zinc (Zn) and 0.4 billion (B) lbs of lead (Pb) with improved grades in Ag, Zn and Pb. Table 1 summarizes the current mineral resource compared to the June 2011 mineral resource at a $6.00/t NSR cutoff grade. Table 2 shows the current mineral resource at higher NSR cutoff
grades. The NSR inputs and calculation method used for the current Mineral Resource is the same as used for the 2011 Mineral Resource estimate.




29




Table 1: Cordero Mineral Resource - Comparison between the June 2011 Mineral Resource and the Current Mineral Resource Using a $6.00/t NSR Cutoff
  Combined Areas (above cutoff)
Contained MetalResource

Date
Resource

Class
Million

Tonnes
Ag g/t
Au g/t
Pb %
Zn %
Silver oz's millions
Gold oz's

millions
Lead lbs

Billions
Zinc lbs BillionsJune 2011
Indicated
521.56
18.54
0.054
0.25
0.46
310.9
0.908
2.9
5.3Inferred
200.85
21 66
0.035
0.27
0.49
139.9
0.229
1.2
2.2June 2012
Indicated
547.70
20.67
0.054
0.27
0.51
363.9
0.945
3.3
6.1Inferred
134.33
21.12
0.035
0.23
0.41
91.2
0.152
0.7
1.2
  Pozo de Plata Area (above cutoff)
Porphyry Zone (above cutoff)Resource

Date
Resource

Class
Million

Tonnes
Ag.

g/t
Au g/t
Pb

%
Zn

%
Million

Tonnes
Ag g/l
Au g/t
Pb

%
Zn

%June 2011
Indicated
293.23
20.04
0.073
0.26
0.44
228.33
16.61
0.030
0.24
0.49Inferred
32.44
19.54
0.048
0.27
0.56
168.41
22.07
0.033
0.27
0.47June 2012
Indicated
276.30
21.94
0.074
0.29
0.49
271.40
19.37
0.033
0.26
0.53Inferred
15.87
17.36
0.051
0.19
0.38
118.46
21.62
0.033
0.24
0.41
  Metal
Price
Mill RecoveryPb Cone
Zn ConeSilver
25.00 /oz
60%
15%Lead
1.00 / lb
70%Zinc
1.00 / lb

70%Gold
1200 / oz
No recovery included to date
  30
 
 Table 2: Cordero June 201 2 Mineral Resource Tabulated at Higher NSR Cutoff Grades
  Combined Areas (above cutoff)
Contained MetalNSR

cutoff $/t
Resource

Class
Million

Tonnes
Ag g/t
Au g/t
Pb

%
Zn

%
Silver oz's (millions)
Gold oz's (millions)
Lead lbs

(billions)
Zinc lbs (billions)$6.00
Indicated
547.70
20.67
0.054
0.27
0.51
363.9
0.945
3.3
6.1Inferred
134.33
21.12
0.035
0.23
0.41
91.2
0.152
0.7
1.2$10.00
Indicated
337.37
27.39
0.066
0.37
0.66
297.1
0.714
2.7
4.9Inferred
75.76
29.71
0.042
0.31
0.52
72.4
0.101
0.5
0.9$15.00
Indicated
198.74
35.79
0.080
0.48
0.82
228.7
0.512
2.1
3.6Inferred
42.16
40.83
0.047
0.39
0.64
55.3
0.064
0.4
0.6$20.00
Indicated
123.05
44.46
0.095
0.59
0.98
175.9
0.375
1.6
2.7Inferred
27.53
50.55
0.049
0.45
0.71
44.7
0.043
0.3
0.4
  Pozo de Plata Area (above cutoff)
Porphyry Zone (above cutoff)NSR

Cutoff $/t
Resource

Class
Million

Tonnes
Ag g/t
Au g/t
Pb

%
Zn

%
Million

Tonnes
Ag g/t
Au g/t
Pb

%
Zn

%$6.00
Indicated
276.3
21.94
0.074
0.29
0.49
271.4
19.37
0.033
0.26
0.53Inferred
15.87
17.36
0.051
0.19
0.38
118.46
21.62
0.033
0.24
0.41$10.00
Indicated
176.86
28.73
0.092
0.38
0.62
160.51
25.91
0.037
0.36
0.70Inferred
9.92
21.78
0.059
0.23
0.45
65.84
30.30
0.039
0.32
0.53$15.00
Indicated
109.74
36.65
0.112
0.48
0.76
89.00
34.72
0.041
0.48
0.91Inferred
4.29
28.28
0.073
0.29
0.55
37.87
42.25
0.044
0.40
0.65$20.00
Indicated
70.56
44.36
0.132
0.59
0.90
52.49
44.60
0.045
0.59
1.09Inferred
1.84
34.45
0.079
0.38
0.70
25.69
51.70
0.047
0.45
0.72
  Resource tabulated on Levon mineral claims within a floating cone open pit geometry which went off the Levon mineral claims for waste stripping within the cone geometry. The floating cone geometry was defined using the following metal prices and mill recoveries to produce lead and zinc concentrates.
  Metal
Price
Mill RecoveryPb Cone
Zn Cone.Silver
25.00 / oz
60%
15%Lead
1.00 / lb
70%Zinc
1.00 / lb

70%Gold
1200 / oz
No recover/ included to date




31





The resource is tabulated wholly within a revised open pit geometry that measures 2,600 m on strike, 2,100 m wide and a maximum of 600 m deep. An inverse distance block model to the 6th power using 150m spherical search was developed from the 203 drill holes encompassing 97,769 m of core drilling. The resource remains largely open to expansion through step out delineation and infill drilling on strike and beneath the modeled open pit.





To complete the Phase 4 resource delineation program an expanded change of land use environmental permit is required for the 177 planned grid drill sites to also test the Dos Mill Diez Diatreme target. M3 has completed the required field studies and submitted the permit application for approval on behalf of Levon and the permitting is nearly complete.





Preliminary Economic Assessment





A favorable independent NI43-101 compliant PEA by M3 reported in January 30, 2012 was derived by considering the uppermost 30% portion of the first resource.   The PEA considers mining through the Stage 4 open pits.    The PEA projects a pre-tax Internal Rate of Return (IRR) of 19.5 % (at a silver price of $25.15/oz., gold price of $1,384.77/oz., zinc price of $0.91 per pound, and lead price of $0.96 per pound) over a projected 15 years to complete the first four stages of open pit mining. The potential metal production over the 15 years of mining is 131,156,000 ounces of silver, 190,000 ounces of gold, 1,373,359,000 pounds of
zinc, and 1,033,407,000 pounds of lead.  Mill feed production rates are estimated at 40.0 thousand tonnes per day (Tpd) or 14.6 million tonnes per year. The capital cost of the project is estimated to be $646,800,000, with operating costs (mine, mill, process plant operating, general administration, treatment, and transportation charges) estimated at $13.82 per tonne. The PEA projects a 5.5 year payback on the base case. Sensitivity analysis by M3 projects a 3.8 year payback on the more recent $30 silver price.





Staking Acquisition





In April 2011, Levon announced the staking acquisition of an additional 9.2 square kilometers covering a newly recognized felsic volcanic dome and diatreme complex, 6 km south of the main Cordero bulk tonnage silver, gold, zinc and lead resource.





Reconnaissance geologic mapping  revealed prospects centered on vein zones in a volcanic dome complex. Some historical prospects penetrate disseminated and mineralized crackle breccias in altered country rocks around the volcanic dome and there are small areas of poorly exposed diatreme breccias in valleys.





Drill Results





Cordero Phase 3 and 4 drill results with completed assays from holes C11-161 to C12-233 were forwarded to IMC to complete an updated resource calculation. IMC  reports an additional 33,380m of core drilling (41 holes) were modeled along with holes of the first resource that shows an increase in the Indicated Resource of 53 million (M) ounces of silver (Ag), 37 thousand (K) ounces of gold (Au), 0.8 billion (B) pounds (lbs) of zinc (Zn) and 0.4 billion (B) lbs of lead (Pb) with improved grades in Ag, Zn and Pb. Table 1 summarizes the current mineral resource compared to the June 2011 mineral resource at a $6.00/t NSR cutoff grade. Table 2 shows the current mineral resource at higher NSR cutoff
grades. The NSR inputs and calculation method used for the current Mineral Resource is the same as used for the 2011 Mineral Resource estimate. Full details are provided in the section below titled Overall Performance.





Since the latest resource was calculated Phase 4 resource delineation grid drilling and outlying exploration drilling has continued through hole C12-250 and these drill results are being interpreted.





Environmental Liabilities





The Company is not aware of any environmental liabilities at the Cordero Project.  M3 has been contracted to complete an environmental audit and to handle exploration permitting.




32





Norma Sass and Ruf Claims, Nevada, USA










The Company does not currently consider this property to be a material property of the Company.  This property is an exploration stage property and is without known reserves, as defined in SEC Industry Guide 7.





Ownership





In 2003, the Company acquired a 33.33% interest in 59 mineral claims known as the Norma Sass and Ruf Claims from Coral Gold Resources Ltd. (“Coral”) a public company related by common directors.  The property consists of 36 mining claims (the Norma Sass claims) and 23 claims (the Ruf claims) and is located in the state of Nevada.





Location & Access





Access to the property from Elko, Nevada, is via Highways 80 and 306, a distance of approximately 102 kilometers to the community of Crescent Valley and then 19 kilometers south on highway 306 to the Ruf and approximately 25 kilometers south on highway 306 to Norma Sass.  A four-wheel drive vehicle is usually necessary to access all roads on the property.  There is no underground or surface plant or equipment located on the Norma Sass or the Ruf claims.





History & Exploration





During fiscal year 2005, Coral and Levon (collectively, the “Companies”) entered into an Agreement with Agnico-Eagle Mines Ltd. (“Agnico”) wherein the Companies granted Agnico an option to purchase 100% interest in the property subject to a 2.5% royalty to the Companies in consideration of minimum advance royalty payments (in US dollars) and minimum work commitments. During fiscal year 2006, Agnico completed the first 13,000 feet of drilling. The program included six vertical drill holes varying in depth from 1,665 to 1,975 feet. All six holes encountered alterations, silification and sulfidation in Lower Plate rocks, and two holes intersected gold. While the results were considered
positive, in February 2007, Agnico notified the Company that it would not be continuing its option on the Company’s Norma Sass property because of other corporate priorities. The Company is continuing to seek partnership for further exploration at the property.





In September 2008, the Company and Coral’s wholly-owned U.S. subsidiary, Coral Resources, Inc. (“CRI”) entered into an exploration, development and mine operating agreement (the “Agreement”) with Barrick Gold Exploration Inc. (“Barrick”), wherein Barrick is granted the option to acquire up to a 75% interest in CRI’s and the Company’s interests in the Norma Sass Property, Nevada, consisting of 36 unpatented mining claims.




33





Barrick may earn a 60% interest by incurring total exploration expenditures of at least US $3 million in annual installments by December 31, 2014.  Barrick may earn an additional 10% (for an aggregate interest of 70%) by incurring an additional US $1.5 million by December 31, 2015.  Barrick may earn an additional 5% (for an aggregate interest of 75%) by carrying CRI and the Company through to commercial production. Alternatively, at the time of earning either its 60% or 70% interest, Barrick may be given the option to buy-out CRI’s and the Company’s joint interest by paying US $6 million and granting them a 2% net smelter returns royalty.




During 2009, Barrick announced that plans were underway to do target delineation work in the second quarter followed by deep drilling in the third quarter on the Norma Sass property.  The proposed drilling has target depths in the order of approximately 1,800 to 2,000 feet to test structural and geochemical targets in the Lower Plate carbonate sequence, with the potential to go deeper as the rock dictates.





In October 2009, Barrick commenced drilling hole NS 09-01 targeting the lower plate carbonate sequence. This hole was drilled at 70 degree dip on a northwesterly azimuth across a SW-NE striking fault which trends into Barrick’s Gold Acres pit one mile to the northeast and is thought to be related to mineralization at Gold Acres. The hole was started using a reverse circulation drill which encountered recovery problems at a depth of 1,680 feet and was replaced by a core drill which completed the hole to a final depth of 2,586 feet. The lower plate and Wenban Limestone were intersected starting at a depth of 1,330 feet and Roberts Mountain Formation was encountered from 1,830 feet to the bottom of the hole.
These formations are the major host rocks for the gold deposits at the Pipeline, Gold Acres and Cortez Hills mines.





In September 2010, Barrick elected to terminate the agreement.





Mineral Reserves





As at the date of this report, the Norma Sass and Ruf Claims are without known Mineral Reserves, nor any known body of commercial ore and any activities carried out on the claims are exploration in nature.





Eagle Claims, Nevada, USA









The Company does not currently consider this property to be a material property of the Company.  This property is an exploration stage property and is without known reserves, as defined in SEC Industry Guide 7.




34




Ownership




The Company holds a 50% interest in the Eagle Claims, subject to a 3% net smelter royalty. The property consists of 45 lode claims (approximately 646 acres), known as the Eagle 15 to 50 and Eagle 53 to 61.




Location & Access




The Norma Sass, RUF and Eagle claims are located in Corral Canyon, in Lander County, Nevada.  Access to the property is through Elko, Nevada, a regional mining supply center, via Highways 80 and 306, a distance of approximately 90 kilometers and then an additional 13 kilometers on a gravel access road from the community of Crescent Valley.  A four-wheel drive vehicle is usually necessary to access all roads on the property.  There is no underground or surface plant or equipment on the property.







History & Exploration




The Company has not conducted exploration on the Eagle property since 1997 when a surface geophysical exploration program was conducted. In 2002, when the Company decided not to conduct further work on the property, the property was written down to a nominal value of $1 by a charge to operations of $232,170.  Although the Company has no further plans to explore the property it keeps the claims in good standing by paying its 50% of the cost (approximately US $3,500 annually) in holding fees and taxes with the intent of selling the property, if and, when the opportunity presents itself.




Mineral Reserves





As at the date of this report, the Eagle Claims are without known Mineral Reserves, nor any known body of commercial ore and any activities carried out on the property are exploration in nature.





Congress Property, British Columbia, Canada










The Company does not currently consider this property to be a material property of the Company.  This property is an exploration stage property and is without known reserves, as defined in SEC Industry Guide 7.




35





Ownership





The Company owns a 50% leasehold interest in 45 claims in the Lillooet Mining Division, British Columbia. The mineral claims were purchased from a company with common directors.





The Congress claims are subject to a Joint Venture Agreement dated February 25, 1983 between the Company and Veronex Resources Ltd. (“Veronex”). In 1983 Veronex earned a 50% net interest in the claims (net of a 5% net smelter royalty) held by the Company, by expending $1,000,000 on the property. Under the terms of the Joint Venture Agreement each party is equally responsible for expenses of the joint ventures. In the event that a party is unable to pay its portion of expenses, such party’s interest in the joint venture will be diluted. Exploration under the Joint Venture ceased in 1989. During recent fiscal years, with funding made available
through equity financing, exploration activities have recommenced with the Company incurring 100% of expenditures. The Company is currently reviewing ownership of the Veronex 50% interest and working on updating this agreement.





The property consists of eight crown granted mineral claims, one reverted crown granted mineral claim, three mineral leases and 11 mineral claims totaling 109 cells covering approximately 2,432 hectares (6,012 acres). The crown granted mineral claims are treated like fee simple property similar to patented mineral claims in other jurisdictions. Surface, water and timber rights are attached to mineral rights and the property is held by paying annual taxes on these claims. The reverted crown granted mineral claim is treated the same as a mineral claim cell. These claims are kept in good standing by paying $200 per cell or carrying out and documenting $200 in work per cell in the claim block per year. The
mineral leases are kept in good standing by paying rental fees totaling $2,110 per year. All claims and leases are contiguous and in good standing.





Location & Access





Located on the north side of Carpenter Lake British Columbia’s historic gold producing Bridge River region, the Congress Property is a long standing mining property that supported past high grade gold vein production from three portal entry underground workings.  The property is easily available by road.





Geological Setting





The property covers Mississippian to Middle Jurassic rocks of the Bridge River Complex, mainly submarine basalt and andesite, with minor chert, argillite and mafic intrusives. These rocks are cut by northwest trending regional scale structures, some with contained Tertiary feldspar porphyry dacite dykes, sub-parallel to the Ferguson and Cadwallader Structures, which bound the historic Bralorne/Pioneer mines. The structures on the property are roughly the same distance from the Upper Cretaceous-Tertiary granitic Bendor Intrusions as the Bralorne/Pioneer mines. The Bendor Intrusions are the same age as the mineralization in the Bralorne/Pioneer mines and are a postulated source for the gold mineralization at
these mines and on the Congress Property.





Deposit Types and Mineral





The deposits on the Company’s property are members of a well-recognized group of deposits referred to as mesothermal, orogenic or greenstone hosted quartz-carbonate gold vein deposits. These deposits include the Mother Lode and Grass Valley districts in California and most of the greenstone hosted gold deposits in the Canadian shield, including the Timmins-Val d’Or, Red Lake and Hemlo camps. These deposits are quartz carbonate veins in moderately to steeply dipping brittle-ductile shear zones and, locally, in shallow dipping extensional fractures.





Mineralization in the Howard Zones consists of quartz-carbonate veins or stringer zones one to 1.5 meters wide, with altered, mineralized selvages (pyrite, siderite) up to 10 meters total width hosted in basalt and gabbro. The zones strike north to a few degrees west of north and dip steeply to the west. The Howard Zones contain the largest and highest grade resource on the property, with over 100,000 ounces of gold contained in all resource categories totaling more than 300,000 tonnes greater than 10 grams per tonne gold. These resources are refractory and would require oxidation of sulphides to recover the gold.




36





Mineralized areas in the Lou Zone are stockwork quartz carbonate stringers and silicified zones on the flank of a feldspar porphyry dyke hosted in mafic volcanics. The zone strikes north and dips steeply west. The better mineralized zones are 1.5 to 4.0 meters wide and grade 5 to 11 grams gold/tonne and contain abundant stibnite. The Lou Zone has been oxidized for 2 to 5 meters below surface near the decline portal where an open pit resource has been outlined.





The better mineralized areas in the Congress Zone, including the 2004 trenches, are massive stibnite veins, 1.25 to 1.5 meters wide, grading 6 to 8 grams gold per tonne hosted in argillite, chert and very sheared mafic volcanic rocks and again, striking north and dipping steeply west.





Permitting





The Company held a Free Miners Certificate (“FMC”) #115631, which expired April 8, 2009. The Company can renew this FMC at such a time when further work is planned. Claim holdings can be renewed either by filing assessment reports or paying the fees, as described above under Property Description and Location. Certain exploration work requires a permit and in some cases posting a reclamation bond. The Company currently has $32,629 in bonds with the provincial government.





The Company believes that it holds all necessary licenses and permits under applicable laws and regulations and believes that it is presently complying in all material respects with the terms of such licenses and permits. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses and permits as are required to explore and develop its properties, commence construction or operation of mining facilities and properties under exploration or development or to maintain continued operations that economically justify the cost.





History and Exploration





These mineral claims are subject to a Joint Venture Agreement dated February 25, 1983 between Levon and Veronex Resources Ltd. (“Veronex”). Exploration under the Joint Venture ceased in early 1989 when Veronex ceased to contribute to the joint venture’s expenses.  During recent fiscal years, with funding made available through equity financing, exploration activities have recommenced with the Company incurring 100% of expenditures.





The Congress Zone was discovered in 1913 and has been explored and mined intermittently since then. Significant periods of activity occurred in 1933, when a 1,000 ton bulk sample was mined for metallurgical tests, and 1945-1950, when the vein was developed on 5 underground levels and some mineralized material stopped.





The Howard Zone was discovered in 1959 and explored by Bralorne-Pioneer Mines Ltd. who put in approximately half of the Lower Howard workings between 1960 and 1964. The Company carried out surface and underground drilling and drifting between 1976 and 1988 when the rest of the Lower Howard and the Upper Howard workings were excavated.





The Lou Zone was discovered following up on soil geochemical anomalies and VLF-em geophysical anomalies in 1984. Extensive surface drilling was carried out from 1984 to 1988 and a 300 metre trackless decline was driven in the footwall of the zone in 1989. Significant work was suspended until 2004 because of low gold prices. A mechanized trenching program on the northern extensions of the Lou and Congress zones was carried out in the fall of 2004. A diamond drill program was carried out on the Howard Zone in December 2004 and January 2005.




37





Since May 2007, Levon has undertaken three phases of surface exploration to locate new gold bearing structures on its Congress property situated in the Bridge River Gold Camp. The three phases include prospecting, MMI soil grids, trenching by hand and with an excavator. Prospecting has been successful with the relocation of three previously known showings that have received little exploration work in the past and has also led to several other new discoveries. Most of the relocated zones and new discoveries are found along the south side of the Gun Creek Canyon, on the north central portion of the Congress Property, and are contained in an area 100m wide by 600m long. The zones found in this area have a
general east west trend as opposed to the Congress, Lou and the Howard Zones, that have a north-south trend. Detailed geological mapping will be conducted to determine where diamond drill holes should be placed to test the gold bearing structures found in this area of Gun Creek.





In November 2007, the Company announced the approval of a 16-hole (5,000 metres) diamond drill program by the BC Ministry of Mines. The drill program has been designed to offset high grade surface gold showings discovered in September 2007, test the size potential of newly recognized porphyry gold controls on high grade stockwork vein zones, discovered in Gun Creek Canyon in a northern part of the property and test the northern strike projection of the high grade Lou Gold Zone toward Gun Creek.





During 2008, the Company announced that the first three holes of a 16-hole (5000 m) drill program, proposed in October, 2007 were drilled, logged, split and sampled.  The drilling campaign was designed to test the strike and dip projections of high grade gold showings discovered in 2007 by rock chip sampling and hand trenching on the north slopes of Gun Creek canyon in a north part of the property. The drill proposal is available for review at www.levon.com.





Drill holes in the campaign were laid out to test for bulk tonnage type gold deposits within the Gun Creek intrusive complex mapped in Gun Creek canyon.





The first three holes cut altered rocks of the intrusive complex and its host rocks. The intrusives, particularly in their contact zones with host rocks, are occasionally veined and contain sparse, coarse to very fine grained stibnite, an antimony sulfide mineral. Surface rock chips generally show a good correlation of Au with stibnite, but vein controlled pyrite also accounts for some of the high grade gold samples at surface. On this basis and since most of the intrusive rocks drilled are altered with abundant disseminated pyrite and at least some sparse pyrite-rich veining, the entire holes have been sampled for assay. No wide stockwork or vein zones (>10m) were cut by the early holes, but assays
results are required to determine presence and geometry of gold in the holes.





In September 2008, the Company released the Congress Property, B.C. Drilling Summary Report including the 3M wide intercept grading of 0.395 ounces per ton. The drill holes tested part of the newly recognized Gun Creek dacite stock mapped in a northern part of the property for bulk tonnage gold deposits. Three angle core holes (1,048m total) confirm the presence of Au beneath gold showings prospected at the surface, which are associated with veins and veined zones. Such vein zones have been explored and mined at the Congress and Howard mines in the past. The holes confirm that the surface stockwork vein mineralized zones discovered by prospecting dacite porphyry dikes and sills, narrow down dip and along
strike in the vicinity of the holes. The 2008 Program was suspended at 3 holes to allow further investigation.





Proposed Exploration





The Company has no plans to carry out exploration activities on the Congress property in the next fiscal year.





Environmental Liabilities





The Company is not aware of any environmental liabilities


38





Goldbridge Claims (also known as the BRX claims), British Columbia, Canada










The Company does not currently consider this property to be a material property of the Company.  This property is an exploration stage property and is without known reserves, as defined in SEC Industry Guide 7.





Ownership





The Company held a 100% interest in the Goldbridge Property, also known as the BRX claims, until fiscal 2002 when Mill Bay Ventures Inc. (“Mill Bay”), a public company related by common directors, earned a 50% interest in the property by incurring $300,000 in exploration expenditures on the property and issuing to Levon 300,000 common shares.





Location & Access





The BRX property lies south of Gold Bridge, centered at approximately latitude 50°50' N, longitude 122° 50' W and encompasses 77 tenures of which 73 cover reverted crown grants and four modified grids claims.These claims form one contiguous parcel and cover a nominal 1 065 ha.  The claims are accessible via Highway 99 North from Vancouver through Squamish and Whistler to Pemberton. From May to November, access can be obtained by turning left through Pemberton, then right along the Pemberton Meadows Road for 23 km to the Hurley River Road, which passes the Outdoor School and is followed for 50 km to Highway 40, approximately
0.25 km west of Goldbridge. In winter continue on Highway 99 past Pemberton to Lillooet, then 110 km west along the Carpenter Lake Road (Highway 40) to Goldbridge.





History





Between 1984, when the property was acquired, and 1986, the Company carried out a re-evaluation involving line cutting, soil sampling, geological mapping, VLF-EM surveys and back-hoe trenching followed by underground sampling and mapping at the California2 level and Why Notadits and in 1987, drilled 518 m over six short holes on the Rand zone. In addition two holes of 307 m aggregate were drilled on a quartz vein in the Hurley river bed, about 350 m south of the Arizonaportal.  In late 1994 trenching and drilling on targets
located in 1985 found that the gold was generally low grade.





Levon owns a 50% interest in 74 mineral claims. During fiscal 2005, the option was satisfied and Levon’s interest in the property was reduced to 50%. During 2007 and 2008, Mill Bay incurred $67,198 and $25,016, respectively of deferred expenditures on the BRX claims, which were not proportionately funded by Levon. Mill Bay waived the requirement of proportionate funding by Levon on these specific expenditures; notwithstanding this waiver, the terms of the Joint Venture Agreement were ratified by Mill Bay and Levon to remain in effect. During 2008, the Company reopened the Arizona portal to the Goldbridge Property to sample the adit for tungsten to determine future exploration.




39





The Company obtained a permit number MX-4503 dated June 27, 2003 and amended March 24, 2004 for which underground development is approved for exploration on vein for a total of 60 m.  A permit issued in 1994 for trenching and drilling on the property is still extant and for which a reclamation bond of $3,500 remains with the provincial government.





Proposed Exploration





The Company has no plans to carry out exploration activities on the BRX in the next fiscal year. The claims remain in good standing until December 25, 2014.





As at the date of this report, the Goldbridge Claims (BRX) is without known Mineral Reserves, and any activities carried out on the property are exploration in nature.





Environmental Liabilities





The Company is not aware of any environmental liabilities.





Wayside Property, British Columbia, Canada










The Company does not currently consider this property to be a material property of the Company.  This property is an exploration stage property and is without known reserves, as defined in SEC Industry Guide 7.




40




Ownership





In 1997 the Company acquired a 100% interest 27 mineral claims known as the Wayside claims for for $5,000. There has been no exploration activity on the claims nor are there future plans to conduct exploration at this time.  The claims are considered of merit and we will continue to maintain them in good standing. The Company wrote the claims down in fiscal 2002 to $1 by a charge to operations of $37,079. Subsequently in 2007, the Company incurred exploration expenditures in the amount of $9,088.





Location & Access





Located on the north side of Carpenter Lake British Columbia’s historic gold producing Bridge River region. The property is easily available by road.





Proposed Exploration





As at the date of this report, the Wayside Property is without known Mineral Reserves, and any activities carried out on the property are exploration in nature.




41





Item 4A.
Unresolved Staff Comments




None.




Item 5.
Operating and Financial Review and Prospects




This Management’s Discussion and Analysis (“MD&A”) is intended to supplement the audited consolidated financial statements of Levon Resources Ltd.. (“Levon” or “the Company”) for the year ended March 31, 2012, and the related notes thereto, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company adopted IFRS on April 1, 2011 with a transition date of April 1, 2010. Full disclosure of the Company’s IFRS accounting policies and a reconciliation of the previously disclosed opening balance sheet prepared in accordance with Canadian generally accepted accounting principles (“Canadian
GAAP”) to IFRS is set out in notes 2 and 26 to the audited consolidated financial statements.




The Company’s 2011 comparative financial information in this MD&A have been restated and are presented in accordance with IFRS. All figures are expressed in Canadian dollars except where otherwise indicated. This MD&A has been prepared as of June 26, 2012, and should be read in conjunction with the audited consolidated financial statements for the year ended March 31, 2012. Unless otherwise stated all currency amounts are presented in Canadian dollars.




This Annual Report contains “forward-looking statements” that are subject to risk factors set out under the heading  “Item 3. Key Information – D. Risk Factors”. The Company uses certain non-GAAP financial measures in this Annual Report. For a description of each of the non-GAAP financial measures used in this Annual Report please see the discussion under ‘Non-GAAP Financial Measures’.




Some of our critical accounting policies are as follows. See Note 2 to the March 31, 2012 consolidated financial statements for a detailed description of our accounting policies.





Exploration and evaluation assets




The Company is in the exploration stage with respect to its mineral properties.  The Company capitalizes all costs relating to the acquisition of mineral claims, and expenses all costs relating to the exploration and evaluation of mineral claims.




All exploration and evaluation expenditures are expensed until properties are determined to contain economically viable reserves.  When economically viable reserves have been determined, technical feasibility has been determined and the decision to proceed with development has been approved, the subsequent costs incurred for the development of that project will be capitalized as mining properties, a component of property, plant and equipment.




All capitalized exploration and evaluation assets are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that an exploration expenditure and evaluation assets are not expected to be recovered, they are charged to operations.




42




Impairment




At each reporting date, the carrying amounts of the Company’s long-lived assets are reviewed to determine whether there is any indication that those assets are impaired.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.  Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.




An asset’s recoverable amount is the higher of fair value less costs to sell and value in use.  Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and
the impairment loss is recognized in profit or loss for the period.




Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognized immediately in profit or loss.




Provisions




Provisions are recognized where a legal or constructive obligation has been incurred as a result of past events; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. If material, provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The increase in any provision due to the passage of time is recognized as accretion expense.




Reclamation provision




The Company records the present value of estimated costs of legal and constructive obligations required to restore mineral properties in the period in which the obligation is incurred. The nature of these restoration activities includes dismantling and removing structures, rehabilitating mines and restoration, reclamation and re-vegetation of affected areas.




The fair value of the liability for a rehabilitation provision is recorded when it is incurred. When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the carrying amount of the related exploration and evaluation assets. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability, which is accreted over time through periodic charges to profit or loss. Additional disturbances or changes in rehabilitation costs will be recognized as additions or charges to the corresponding assets and rehabilitation liability when they
occur.




43





Accounting for equity units




Proceeds received on the issuance of units, consisting of common shares and warrants, are allocated based on their relative fair values, calculated using the Black-Scholes option pricing model for warrants and the market price for common shares.





Significant accounting judgements and estimates




The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period.  Actual outcomes could differ from these estimates under different assumptions and conditions.




Significant assumptions about the future and other sources of estimated uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:




·
the recoverability of amounts receivable;


·
the carrying value and recoverable amount of exploration and evaluation assets;


·
the recoverability and estimated useful lives of property and equipment;


·
the recognition and measurement of deferred tax assets and liabilities;


·
the provisions including the estimated reclamation provisions and environmental obligations;


·
the determination of the assumptions used in the calculation of share-based payments; and


·
the allocation of proceeds for unit offerings between share capital and warrants.





Share-based payments




The share option plan allows Company directors, employees and consultants to acquire shares of the Company.  The fair value of options granted is recognized as a share-based payments expense with a corresponding increase in equity.  An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.




44




The fair value of employee options is measured at the option’s grant date, and the fair value of non-employee options is measured at the date or over the period during which goods or services are received. The fair value of each tranche of options granted, which do not vest immediately on grant, is recognized using the graded vesting method over the period during which the options vest.  The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted.  At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that
are expected to vest.




Share-based payments is credited to the reserve for options. If the options are later exercised, their fair value is transferred from the reserve to share capital. If the options expire unexercised or are forfeited or cancelled subsequent to vesting, the initial fair value is transferred from the reserve to deficit.





Foreign currency translation





The functional currency of the Company is the Canadian dollar.  The Company’s foreign subsidiaries are financially and operationally dependent on the Company.  Amounts recorded in foreign currency are translated into Canadian dollars as follows:





(i)
Monetary assets and liabilities, at the rate of exchange in effect as at the balance sheet date;


(ii)
Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of liabilities; and


(iii)
Revenues and expenses, at the rate of exchange prevailing at the time of the transaction.





Gains and losses arising from this translation of foreign currency are included in the determination of net loss for the year.




45





A.
Operating Results





Twelve months ended March 31, 2012 compared with the twelve months ended March 31, 2011





During the year ended March 31, 2012, the Company’s net loss decreased by $11,517,268 from a net loss of $24,642,101 for the year ended March 31, 2011 to a net loss of $13,124,833 for the year ended March 31, 2012.  The overall increase in the net loss as compared to the prior year was due to the factors discussed below:





2012


2011ExpensesConsulting and management fees

$
1,007,640


$
620,000Depreciation


12,211



5,205Exploration


10,792,719



7,641,461Foreign exchange loss


154,227



61,002Listing and filing fees


309,261



67,286Office, occupancy and miscellaneous


182,491



142,127Professional fees


338,551



271,320Salaries and benefits


234,249



106,281Share-based payments


251,082



15,538,692Shareholder relations and promotion


249,556



114,532Travel


203,492



116,191Loss before other items


(13,735,479
)


(24,684,097
)Other itemsInterest income


610,646



41,996Net Loss for Year


(13,124,833
)


(24,642,101
)Other Comprehensive LossUnrealized loss on investments


(15,616
)


(554
)Total Comprehensive Loss for Year

$
(13,140,449
)

$
(24,642,655
)




46





Consulting and management fees





Consulting fees of $1,007,640 include payments to the CEO and President of the Company as well as consultants providing investor relation services.  Consulting fees increased by $387,640 during the year from $620,000 for the year ended March 31, 2011 to $1,007,640 during the year ended March 31, 2012.  The current year balance includes a $500,000 bonus paid to the CEO and President of the Company compared to a bonus of $125,000 during the year ended March 31, 2011.





Exploration expenditures





Exploration expenditures of $10,792,719 include $4,260,933 in drilling and exploration and $4,345,333 in geological and management services.  Exploration expenditures increased by $3,151,258 during the year from $7,641,461 during the year ended March 31, 2011 to $10,792,719 during the year ended March 31, 2012.  Overall increase is attributed to increased exploration activities during the year.





Foreign exchange loss





Foreign exchange loss increased by $93,225 from $61,002 during the year ended March 31, 2011 to $154,227 during the year ended March 31, 2012.  The increase in foreign exchange loss is mainly attributed to the weakening of the peso on net assets held in Mexico.





Listing and filing fees





Listing and filing fees increased by $241,975 from $67,286 during the year ended March 31, 2011 to $309,261 for the year ended March 31, 2012.  The increase is mainly attributed to additional costs incurred as a result of graduating from the TSX Venture Exchange to the TSX exchange.




Salaries and benefits





Salaries and benefits increased by $127,968 from $106,281 during the year ended March 31, 2011 to $234,249 during the year ended March 31, 2012.  Overall increase is attributed to increased business operations during the year as a result of acquiring 100% interest in the Cordero Property.





Share-based payments





Share-based payments decreased by $15,287,610 from $15,538,692 for the year ended March 31, 2011 to $251,082 for the year ended March 31, 2012.  Prior year’s higher balance is attributed to more stock options granted and vested and each option had a higher black scholes fair value.  During the year ended March 31, 2011, 13,465,000 stock options were granted compared to 675,000 stock options during the year ended March 31, 2012.




47





Shareholder relations and promotion





Shareholder relations and promotion increased by $135,024 from $114,532 during the year ended March 31, 2011 to $249,556 during the year ended March 31, 2012.  Additional shareholder relations and promotion expenses were incurred as the Company acquired 100% interest in the Cordero Property and graduated from the TSX Venture Exchange to the TSX exchange.




Travel





Travel expense increased by $87,301 from $116,191 during the year ended March 31, 2011 to $203,492 during the year ended March 31, 2012.  The increase is attributed to more travelling to promote the Company upon acquiring 100% interest in the Cordero Property and graduation from the TSX Venture Exchange to the TSX Exchange





Interest income





Interest income increased by $568,650 from $41,996 for the year ended March 31, 2011 to $610,646 for the year ended March 31, 2012.  The increase in interest income is attributed to the investment of cash raised from current year’s short-form financing whereby the Company issued 20,600,000 common shares at $1.95 per common share for gross proceeds of $40,170,000.  Unused funds were invested in GICs and treasury bills.




48





B.
Liquidity and Capital Resources




The Company has financed its operations to date through the issuance of common shares.  Currently the Company has sufficient capital to conduct further exploration on its existing properties.  The consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company’s ability to continue as a going concern are dependent upon the continued support from its shareholders, the discovery of economically recoverable reserves, the ability of the Company to obtain
the financing necessary to complete development and achieve profitable operations in the future. The outcome of these matters cannot be predicted at this time.


As at March 31, 2012 the Company had working capital of $58,048,017 compared to working capital of $19,608,972 at March 31, 2011








Year Ended
March 31, 2012

(IFRS)
March 31, 2011 (IFRS)Working Capital
58,048,017
19,608,972Deficit
62,899,323
50,010,304





The increase in working capital from March 31, 2011 to March 31, 2012 is mainly attributed to cash raised on issuance of share capital.  On May 19, 2011, the Company completed a short-form prospectus financing issuing 20,600,000 common shares at a price of $1.95 per common share for gross proceeds of $40,170,000. Total share issue costs of $3,304,614 were incurred for the private placement, including cash commission of $2,008,500 and 1,030,000 broker warrants valued at $950,766.  The increase in cash is also attributed to the exercise of options and warrants for proceeds of $14,830,470.  A partial amount of the proceeds raised was used for ongoing exploration
activities.  The remaining unused balance was invested in treasury bills and guaranteed investment certificates.





Currently the Company has sufficient capital to meet its ongoing obligations and conduct it planned exploration on its existing properties for the next twelve months.




The increase in deficit from March 31, 2011 to March 31, 2012 is mainly attributed to exploration expense of $10,792,719 recognized during the year.
 
 The Company is in the exploration stage. The investment in and expenditures on the mineral property comprise substantially all of the Company’s assets. The recoverability of amounts shown for its mineral property interest and related deferred costs and the Company’s ability to continue as a going concern is dependent upon the continued support from its directors, the discovery of economically recoverable reserves, and the ability of the Company to obtain the financing necessary to complete development and achieve profitable operations in the future. The outcome of these matters cannot be predicted at this time.




Mineral exploration and development is capital intensive and in order to maintain its interest the Company will be required to raise new equity capital in the future. Based on the Company’s current financial position, its plans for equity financing and its exploration plans for the upcoming fiscal year, the Company will be able to meet its financial obligations through the next fiscal year. There is no assurance that the Company will be successful in raising additional new equity capital.




C.
Research and Development, Patents and Licenses, etc.
 
 None.




49





D.
Trend Information





While the Company does not have any producing mines it is directly affected by trends in the metal industry.  At the present time global metal prices are extremely volatile.  Base metal prices and, in particular, gold prices, driven by rising global demand, climbed dramatically and  approached near historic highs over the past several years.










Except as disclosed, the Company does not know of any trends, demand, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, its liquidity either materially increasing or decreasing at present or in the foreseeable future.  Material increases or decreases in liquidity are substantially determined by the success or failure of the Company’s exploration programs.





The Company currently does not and also does not expect to engage in currency hedging to offset any risk of currency fluctuations.





E.
Off-balance sheet arrangements





The Company has no off-balance sheet arrangements.





F.
Tabular disclosure of contractual obligations





As of March 31, 2012, the Company had the following contractual obligations:





Payment due by periodTotal


<1 year


1-3 Years


3-5 years


More than 5 yearsConsulting payments

$
1,080,000


$
120,000


$
960,000


$
-


$
-Operating Leases


54,926



9,765



43,941



1,220



-Total

$
1,134,926


$
129,765


$
1,003,941


$
1,220


$
-




G.
Safe Harbor





The Company seeks safe harbor for our forward-looking statements contained in Items 5.E and F.  See the heading “Cautionary Note Regarding Forward-Looking Statements” above.




50




Item 6.
Directors, Senior Management and Employees





A.
Directors and Senior Management





The following is a list of the Company’s directors and senior management as at July 5, 2012.  The directors were elected by the Shareholders on September 23, 2011 and are elected for a term of one year, which term expires at the election of the directors at the next annual meeting of shareholders.





Name and Present Position with the Company

Principal Occupation

Director/Officer SinceWilliam Glasier

Director

Mining executive; President of Mill Bay Ventures Inc., Director of Bralorne Gold Mines Ltd.

May 22, 1990Gary Robertson

Director

Certified Financial Planner; director of Bralorne Gold Mines Ltd., Coral Gold Resources Ltd, Mill Bay Ventures Inc., Avino Silver & Gold Mines Ltd. and Sage Gold Inc.

August 3, 2005Ron Tremblay

Director, Chief Executive Officer and President

President & CEO of Levon Resources Ltd.

September 7, 2006David Wolfin

Director*

President, CEO and Director of Avino Silver & Gold Mines Ltd., Gray Rock Resources Ltd., and Coral Gold Resources Ltd.; Director of Berkley Resources Ltd., Bralorne Gold Mines; Mill Bay Ventures Ltd, and Cresval Capital Corp.

November 23, 2006Victor Chevillon

Director and V.P. Exploration

Certified Professional Geologist; President of Chevillon Exploration Consulting.

September 6, 2007Ron Barbaro

Director and Chairman

Member of the Order of Ontario; Director of The Brick Group, Trans Global Life Insurance Company and Trans Global Insurance.

July 9, 2010Robert Roberts

Director

CEO and co-owner of Channel Control Merchants, LLC

September 23, 2011Carlos H Fernandez Mazzi

Director

President and CEO of Dicon Gold Inc.

May 15, 2012Annie Cchan

Chief Financial Officer

Chief Financial Officer of Bralorne Gold Mines Ltd.

March 26, 2012Lisa Sharp

Former Chief Financial Officer**

Former Chief Financial Officer of Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Coral Gold Resources Ltd., and Venerable Ventures Ltd.

June 9, 2008Dorothy Chin

Corporate Secretary

Corporate Secretary of Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Coral Gold Resources Ltd., and Gray Rock Resources Ltd.

September 25, 2008


*David Wolfin resigned as VP Finance on May 14, 2012


** Lisa Sharp resigned as Chief Financial Officer and Annie Chan was appointed as Chief Financial Officer on March 26, 2012




51





Family Relationships





There are no family relationships between any directors or executive officers of the Company.





Arrangements





There are no known arrangements or understandings with any major shareholders, customers, suppliers or others, pursuant to which any of the Company’s officers or directors was selected as an officer or director of the Company.





Conflicts of Interest





There are no existing or potential conflicts of interest among the Company, its directors, officers or promoters as a result of their outside business interests with the exception that certain of the Company’s directors, officers and promoters serve as directors, officers and promoters of other companies, as set out below, and, therefore, it is possible that a conflict may arise between their duties as a director, officer or promoter of the Company and their duties as a director or officer of such other companies.





The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and the Company will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers.  All such conflicts will be disclosed by such directors or officers in accordance with the BCBCA, and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.





All of the Company’s directors are also directors, officers or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties including properties in countries where the Company is conducting its operations.  Such associations may give rise to conflicts of interest from time to time.  Such a conflict poses the risk that the Company may enter into a transaction on terms which place the Company in a worse position than if no conflict existed.  The directors of the Company are required by law to act honestly and in good faith with a view to the best interest of the Company and to disclose any interest which they
may have in any project or opportunity of the Company.  However, each director has a similar obligation to other companies for which such director serves as an officer or director.  The Company has no specific internal policy governing conflicts of interest.





Several of our senior officers divide their professional time between service for the Company and service for other companies in the industry.  See “Item 3. Key Information – D. Risk Factors – Conflict of Interest.”  In this regard, Ron Tremblay, the Company’s Chief Executive Officer and President, devotes approximately 98% of his professional time to the business of the Company; David Wolfin, the Company’s former V.P. Finance, devotes approximately 15% of his professional time to the business of the Company; Victor Chevillon, the Company’s V.P. Exploration, devotes approximately 95% of his
professional time to the business of the Company; Lisa Sharp, the Company’s former Chief Financial Officer, devotes approximately 30% of her professional time to the business of the Company; Annie Chan, the Company’s current Chief Financial Officer, devotes approximately 50% of her professional time to the business of the Company and Dorothy Chin, the Company’s Corporate Secretary, devotes approximately 35% of her professional time to the business of the Company.




52




B.
Compensation




During the last completed fiscal year of the Company, the Company had four  executive officers, namely, its Chief Executive Officer (“CEO”) and President, Ron Tremblay, its Vice President Exploration, Victor Chevillon, its Former Chief Financial Officer (“CFO”), Lisa Sharp, and its current Chief Financial Officer (“CFO”), Annie Chan.





1)
Compensation Discussion and Analysis










The Company has no other forms of compensation, although payments may be made from time to time to individuals or companies they control for the provision of consulting services.  Such consulting services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm’s length services providers.





The process for determining executive compensation relies solely on Board discussions with input from and upon the recommendations of the Compensation Committee, without any formal objectives, criteria or analysis.





Actual compensation will vary based on the performance of the executives relative to the achievement of goals and the price of the Company’s securities.





Compensation Element
Description
Compensation ObjectivesAnnual Base Salary (all NEOs)
Salary is market-competitive, fixed level of compensation
Retain qualified leaders, motivate strong business performanceIncentive Bonuses
Discretionary cash payment
Reward individual performance in achieving corporate goalsIncentive Stock Option (all NEOs)
Equity grants are made in the form of stock options.  The amount of grant will be dependent on individual and corporate performance
Reward long-term financial and operating performance and align interests of key employees with  those of shareholders




53


2)
Summary Compensation Table
 
 The following table sets forth particulars concerning the compensation paid or accrued for services rendered to the Company in all capacities during the last three most recently completed financial years ended March 31, of the Company to its NEOs:
 
 Name and

principal

position
Year
Salary

($)
Share-based awards

($)1
Option-based

awards

($)2
Non-equity incentive plan compensation

($)3
Pension

value

($)4
All other

compensation

($)
Total

compensation

($)Ron tremblay5

Director,

President  &

CEO
2010

2011

2012
$50,000

$165,000

$290,000
NIL

NIL

NIL
NIL

$8,367,950

NIL
NIL

$250,000

$550,000
NIL

NIL

NIL
NIL

NIL

NIL
$50,000

$8,782,950

$840,000Annie Chan

CFO6
2012
NIL
NIL
NIL
NIL
NIL
NIL
NILLisa Sharp

Former

CFO6
2010

2011

2012
$13,567

$20,900

$32,240
NIL

NIL

NIL
$28,460

$110,640

NIL
NIL

NIL

NIL
NIL

NIL

NIL
NIL

NIL

NIL
$42,027

$131,540

$32,240Victor Chevillon

Director &VP Exploration
2010

2011

2012
$117,992

$211,063

$245,676
NIL

NIL

NIL
$90,320

$3,270,150

NIL
NIL

NIL

NIL
NIL

NIL

NIL
NIL

NIL

NIL
$208,312

$3,481,213

$245,676
 
 1The Company does not currently have any share-based award plans.
 2 The methodology used to calculate the grant date fair value is based on the Black-Scholes Option Pricing Model.  The Company used the following weighted average assumptions in the model to determine the award recorded above: Dividend Yield – Nil; Expected Life – 5 years; Volatility – 112.83%; Risk Free Interest Rate –1.96%.
 3The Company’s sole non-equity incentive plan is the payment of discretionary annual cash bonuses.
 4The Company does not have any pension plans.
 5Ron Tremblay is a director of the Corporation, and has served as its President since November 29, 2006 and as its CEO since September 11, 2009.
 6Lisa Sharp resigned as CFO and Annie was appointed as CFO on March 26, 2012.
 
 Base Salary for the NEOs are determined by the Board upon the recommendation of the Compensation Committee and its recommendations are reached primarily by informal comparison with the remuneration paid by other reporting issuers with the same size and industry and with publicly available information on remunerationthat the Compensation Committee feels is suitable.
 
 The Annual Base Salary paid to the NEOs is, for the purpose of establishing appropriate increases, reviewed annually by the Board upon the recommendation of the Compensation Committee thereof as part of the annual review of executive officers.  The decision on whether to grant an increase to the executive’s base salary and the amount of any such increase shall be in the sole discretion of the Board and Compensation Committee thereof.
 
 Non-Equity Incentive Plan Compensation
 
 One of the three components of the Company’s compensation package is a discretionary annual cash bonus, paid to recognize individual performance in attaining corporate goals and objectives.  The Company does not have a long-term incentive plan.
 
 54
 
 Option Based Award
 
 An Option Based Award is in the form of an incentive stock option plan.  The objective of the incentive stock option is to reward NEOs, employees’ and directors’ individual performance at the discretion of the Board upon the recommendation of the Compensation Committee.  The plan currently used by the Company is 2011Stock Option Plan (the “Plan”).
 
 The Company currently maintains a formal stock option plan, under which stock options have been granted and may be granted to purchase a number equal to 10% of the Company’s issued capital from time to time. As of July 5, 2012, there are 19,975,442 Common Shares available under the Plan, of which 14,490,000 are issued and 5,485,442 are reserved and available for issuance. For details of the option plan please refer to “Particulars of Matters to be Act Upon” in the Information Circular filed with the SEC on August 30, 2011.
 
 The Plan is administered by the Compensation Committee. The process the Company uses to grant option-based awards to executive officers is upon the recommendations of the Compensation Committee to the Board of Directors.
 
 The role of the Compensation Committee is to recommend to the Board the compensation of the Company’s directors and the executive officers which the Committee feels is suitable. All previous grants of option-based awards are taken into account when considering new grants.
 
 3)
Incentive Plan Awards
 
 Outstanding share-based awards and option-based awards
 
 The following table sets forth the options granted to the NEOs to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended March 31, 2012:
 
 Option-based Awards
Share-based AwardsName
Number of securities underlying unexercised options

(#)
Option

exerciseprice

($)
Option

expiration date
Value of

unexercised in-

the-money

options

($)(1)
Number of shares

or units of shares

that have not vested

(#)
Market or

payout value of

share-based awards

that have not vested

($)(1)Ron Tremblay

Director, President &

CEO
1,500,000

5,000,000
$1.00

$1.65
Sep 3, 2015

Mar 25, 2016
Nil

Nil
Nil

Nil
Nil

NilLisa Sharp

Former

CFO
50,000

50,000
$1.00

$1.65
Sep 3, 2015

Mar 25, 2016
Nil

Nil
Nil

Nil
Nil

NilAnnie Chan

CFO
50,000
$1.00
Jun 7, 2017
Nil
Nil
NilVictor Chevillon

Director &VP

Exploration
100,000

200,000

500,000

2,000,000
$0.35

$0.70

$1.00

$1.65
Sep 14 2012

Jan 28, 2015

Sep 3, 2015

Mar 25, 2016
$34,000

Nil

Nil

Nil
Nil

Nil

Nil

Nil
Nil

Nil

Nil

Nil
 
 (1)
In-the-Money Options is the difference between the market value of the underlying securities at March 31, 2012 and the exercise price of the option. The closing market price of the Company's common shares as at March 31, 2012 was $0.69 per common share.
 
 Incentive plan awards – value vested or earned during the year
 
 An “incentive plan” is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specific period.  An “incentive plan award” means compensation awarded, earned, paid or payable under an incentive plan.
 
 55
 The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to NEOs during the most recently completed financial year ended March 31, 2012:
 
 Name
Option-based

awards – Value

vested during the

year

($) (1)
Share-based awards – Value

vested during the year

($)
Non-equity incentive plan

compensation – Value

earned during the year

($)Ron Tremblay

Director, President & CEO
Nil
Nil
NilLisa Sharp

Former CFO
Nil
Nil
NilAnnie Chan

CFO
Nil
Nil
NilVictor Chevillon

Director &VP Exploration
Nil
Nil
Nil
 
 (1) The aggregate dollar value that would have been realized if the options granted during the year had been exercised on the vesting date.
 
 4)
Pension Plan Benefits
 
 No pension plan or retirement benefit plans have been instituted by the Company and none are proposed at this time.
 
 5)
Termination and Change of Control Benefits
  The Company entered into a separate consulting agreement between Stone’s Throw (Barbados) Ltd., a company wholly owned by Ron Tremblay, and Chevillon Exploration Consulting, a company wholly owned by Vic Chevillon, (the “NEOs”) on April 1, 2011 under which there are specified provisions for termination of employment or change of Control.
  The agreement can be terminated at any time prior to the expiry of the term, as follows:
  a)
by the Consultant giving the Company not less than 3 months prior notice of such termination;
 
 b)
by the Company giving the Consultant 3 months prior notice of such termination along with a termination payment equal to 3 times the annual Consulting Fee, (the “Termination Payment”); and
 
 c)
At any time during the term of contract, should a Change of Control (as defined below) event occur the Consultant will be entitled to a severance payment equal to 3 times the annual Consulting Fee immediately.



For the purpose of this clause, a Change of Control shall be deemed to have occurred when:

any person, entity or group becomes the beneficial owner of 50.1% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; orcompletion of the sale or other disposition by the Company of all or substantially all of the Company's assets or a reorganization or merger or consolidation of the Company with any other entity or corporation, at which time the severance payment becomes due and payable on closing of the transaction, other than:



a reorganization or merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50.1% of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such reorganization or merger or consolidation; or



a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor.
 
 56
 
 6)
Director Compensation
 
 The following table sets forth the value of all compensation paid to the directors in their capacity as directors during the most recently completed financial year ended March 31, 2012:
 
 Director Compensation Table
 
 Name
Fees

earned

($)
Share-based

awards

($)
Option-based

awards

($)
Non-equity incentive plan compensation

($)
Pension

value

($)
All other

compensation

($)
Total

($)William Glasier(1)
NIL
NIL
NIL
NIL
NIL
NIL
NILGary Robertson(1)
NIL
NIL
NIL
NIL
NIL
NIL
NILDavid

Wolfin
NIL
NIL
NIL
NIL
NIL
NIL
NILVictor Chevillon(2)
NIL
NIL
NIL
NIL
NIL
NIL
NILRobert Roberts(1)
NIL
NIL
NIL
NIL
NIL
NIL
NILJ. Trevor

Eyton(1) (3)
NIL
NIL
NIL
NIL
NIL
NIL
NILRobert

Cameron(1) (3)
NIL
NIL
NIL
NIL
NIL
NIL
NILGeoffrey

Chater(1) (3)
NIL
NIL
NIL
NIL
NIL
NIL
NILRon Tremblay(2)
NIL
NIL
NIL
NIL
NIL
NIL
NILRon Barbaro(1)
NIL
NIL
NIL
NIL
NIL
NIL
NIL
 
 (1) Independent & Non-Employee Directors
 (2) NEO’s, see Summary Compensation Table
 (3) On April 11, 2011, Mr, Cameron, Mr. Chater and Mr. Eyton resigned as directors at the request of the Company.
  No director of the Company who is not a Named Executive Officer has received compensation, during the most recently completed financial year, pursuant to:
  (a)
any standard arrangement for the compensation of directors for their services in their capacity as Directors, including any additional amounts payable for committee participation or special assignments;
 
 (b)
any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of Directors in their capacity as Directors except for the granting of stock options; or
 
 (c)
any arrangement for the compensation of directors for services as consultants or experts.
 
 The Company may grant incentive stock options to Directors of the Company from time to time pursuant to the stock option plan of the Company and in accordance with the policies of the TSX Exchange (the "TSX").
 
 57
 
 Outstanding share-based awards and option-based awards
 
 The following table sets forth the options granted to the directors to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended March 31, 2012:
  Option-based Awards
Share-based AwardsName
Number of

securities underlying unexercised options

(#)
Option

exercise

price

($)
Option

expiration

date
Value of unexercised

in-the-money

options

($)(1)
Number of shares

or units of shares

that have not vested

(#)
Market or payout

value of share-based

awards that have

not vested

($)(1)William Glasier
100,000

150,000
$1.00

$1.65
Sept 3, 2015

Mar 25, 2015
Nil

Nil
Nil

Nil
Nil

NilGary Robertson
200,000

200,000
$0.65

$1.65
July 20, 2015

Mar 25, 2016
$8,000

Nil
Nil

Nil
Nil

NilDavid Wolfin
100,000

100,000

100,000
$0.25

$1.00

$1.65
Apr 28, 2014

Sep 3, 2015

Mar 25, 2016
$44,000

Nil

Nil
Nil

Nil

Nil
Nil

Nil

NilRon Barbaro
200,000

300,000
$0.65

$1.65
July 20, 2015

Mar 25, 2016
$8,000

Nil
Nil

Nil
Nil

NilRobert Roberts
200,000
$1.50
Oct 3, 2016
Nil
Nil
NilJ. Trevor Eyton*
N/A
N/A
N/A
N/A
Nil
NilRobert Cameron*
N/A
N/A
N/A
N/A
Nil
NilGeoffrey Chater*
N/A
N/A
N/A
N/A
Nil
Nil
 
 (1)
In-the-Money Options is the difference between the market value of the underlying securities at March 31, 2012 and the exercise price of the option. The Company is using March 30, 2012 as its closing price, as March 31 falls on Saturday.  The closing market price of the Company's common shares as at March 30, 2012 was $0.69 per common share.
 *
On April 11, 2011, Mr, Cameron, Mr. Chater and Mr. Eyton resigned as directors at the request of the Company.
 
 Incentive plan awards – value vested or earned during the year
 
 An “incentive plan” is any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specific period.  An “incentive plan award” means compensation awarded, earned, paid or payable under an incentive plan.
 
 58
 
 The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to directors during the most recently completed financial year ended March 31, 2012:
 
 Name
Option-based awards – Value

vested during the year

($) (1)
Share-based awards – Value

vested during the year

($)
Non-equity incentive plan

compensation – Value earned

during the year

($)William Glasier
Nil
Nil
NilGary Robertson
Nil
Nil
NilDavid Wolfin
Nil
Nil
NilRon Barbaro
Nil
Nil
NilRobert Roberts
Nil
Nil
NilJ. Trevor Eyton*
Nil
Nil
NilRobert Cameron*
Nil
Nil
NilGeoffrey Chater*
Nil
Nil
Nil
 
 (1)
The aggregate dollar value that would have been realized if the options granted during the year had been exercised on the vesting date.
 *
On April 11, 2011, Mr. Cameron, Mr. Chater and Mr. Eyton resigned as directors at the request of the Company.
  C.
Board Practices
 
 The Board is currently comprised of eightdirectors.  The size and experience of the Board is important for providing the Company with effective governance in the mining industry.  The Board’s mandate and responsibilities can be effectively and efficiently administered at its current size.  The chairman of the Board is no longer a member of management.  The Board has functioned, and is of the view that it can continue to function, independently of management as required.  Directors are elected for a term of one year at the annual general meeting.  At the Annual General Meeting, held on September 23, 2011, the shareholders elected Messrs.
Chevillon, Glasier, Robertson, Tremblay, Barbaro, and Wolfin as directors.  The Board appointed Robert Roberts as director on September 23, 2011 and Carlos H. Fernandez Mazzi as director on May 15, 2012.
 
 The Board has considered the relationship of each director to the Company and currently considers five of the eight directors to be “unrelated” (Messrs. Glasier, Robertson, Barbaro, Roberts and Fernandez Mazzi). “Unrelated director” means a director who is independent of management and free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interest of the Company, other than interests and relationships arising solely from shareholdings.
 
 59
 
 Procedures are in place to allow the Board to function independently.  At the present time, the Board has experienced directors that have made a significant contribution to the Company’s success, and are satisfied that it is not constrained in its access to information, in its deliberations or in its ability to satisfy the mandate established by law to supervise the business and affairs of the Company.  Committees meet independent of management and other directors.
 
 Mandate of the Board of Directors, its Committees and Management
 
 The role of the Board is to oversee the conduct of the Company’s business, including the supervision of management, and determining the Company’s strategy. Management is responsible for the Company’s day to day operations, including proposing its strategic direction and presenting budgets and business plans to the Board for consideration and approval. The strategic plan takes into account, among other things, the opportunities and risks of the Company’s business. Management provides the Board with periodic assessments as to those risks and the implementation of the Company’s systems to manage those risks. The Board reviews the personnel needs of the Company from time to time,
having particular regard to succession issues relating to senior management. Management is responsible for the training and development of personnel. The Board assesses how effectively the Company communicates with shareholders, but has not adopted a formal communications policy. Through the Audit Committee, and in conjunction with its auditors, the Board assesses the adequacy of the Company’s internal control and management information systems.  The Board looks to management to keep it informed of all significant developments relating to or effecting the Company’s operations. Major financings, acquisitions, dispositions and investments are subject to Board approval. A formal mandate for the Board, the Chief Executive Officer and the Chief Financial Officer has not been considered necessary since the relative allocation of responsibility is well understood by both
management and the Board.  The Board meets as required. The Board and committees may take action at these meetings or at a meeting by conference call or by written consent.
 
 Committees
 
 Audit Committee
 
 The Audit Committee assists the Board in its oversight of the Company’s consolidated financial statements and other related public disclosures, the Company’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors, qualifications and independence and the performance of the internal audit function and the external auditors. The Audit Committee has direct communications channels with the Company’s auditors. The Audit Committee reviews the Company’s financial statements and related management’s discussion and analysis of financial and operating results. The Audit Committee can retain legal, accounting or other advisors.
 
 The Audit Committee currently consists of three directors (Gary Robertson, Robert Roberts and Ron Barbaro). All of the members are unrelated, financially literate and at least one member has accounting or related financial expertise. “Financially literate” means the ability to read and understand statements of financial position, statements of operations and comprehensive loss, statements of shareholders’ equity, statements of cash flow and notes to financial statements.  “Accounting or related financial expertise” means the ability to analyze and interpret a full set of financial statements, including the notes attached thereto.
 
 60
 The Board has adopted a charter for the Audit Committee which is reviewed annually and sets out the role and oversight responsibilities of the Audit Committee with respect to:
 
 •
its relationship with and expectation of the external auditors, including the establishment of the independence of the external auditor and the approval of any non-audit mandates of the external auditor;
 •
determination of which non-audit services the external auditor is prohibited from providing;
 •
the engagement, evaluation, remuneration, and termination of the external auditors;
 •
appropriate funding for the payment of the auditor’s compensation and for any advisors retained by the audit committee;
 •
its relationship with and expectation of the internal auditor;
 •
its oversight of internal control;
 •
disclosure of financial and related information; and
 •
any other matter that the audit committee feels is important to its mandate or that which the board chooses to delegate to it.
 
 Compensation Committee
 
 The Compensation Committee recommends to the Board the compensation of the Company’s Directors and the Chief Executive Officer which the Compensation Committee feels is suitable.  Its recommendations are reached primarily by comparison of the remuneration paid by the Company with publicly available information on remuneration paid by other reporting issuers that the Compensation Committee feels are similarly placed within the same business of the Company.
 
 The Compensation Committee consists of three unrelated directors (Messrs. Robertson, Roberts and Glasier).
 
 The Compensation Committee has adopted the “Terms of Reference” to ensure that independent non-executive directors determine and review the compensation of executive on behalf of the Board and design the compensation policies and packages so as to attract, retain, and motivate quality employees while not exceeding market rates.
 
 Governance and Nominating Committee
 
 The Governance and Nominating Committee (the “Committee”)shall act in an advisory capacity only to the board of directors with respect to the governance and nominating matters.  The Committee has established a Committee Charter to:
 
 ·
manage the corporate governance system for the Board;
  ·
assist the Board to fulfill its duty to meet the applicable legal, regulatory and(self-regulatory) business principles and 'codes of best practice' of corporatebehaviour and conduct;
 
 ·
assist in the creation of a corporate culture and environment of integrity and accountability;
 
 ·
monitor the quality of the relationship between the Board and management ofthe Company;
 
 ·
review the Chief Executive Officer's succession plan;
 
 ·
recommend to the Board nominees for appointment of the Board;
 
 ·
lead the Board's annual review of the Chief Executive Officer's performance; and
 
 ·
annually review and set an agenda of the Board on an ongoing basis.
 
 The Corporate Governance Committee currently consists of three directors (Messrs. Barbaro, Glasier and Wolfin).  Messrs. Glasier and Barbaro are unrelated directors. It is intended that the Corporate Governance Committee will eventually be comprised solely of unrelated directors.
 
 61
 
 D.
Employees
 
 As at March 31, 2012, the Company has 26employees at the Cordero Project. Senior management and administrative staff are contracted by the Company through their companies or through the Company’s cost sharing agreement for overhead and corporate services with Oniva International Services Corp.
 
 E.
Share Ownership
 
 The following table sets forth the share ownership of our directors and officers as of July 5, 2012:
 
 Name of Beneficial Owner

Number of Shares


PercentVictor Chevillon


1,160,750



*William Glasier


362,381



*Gary Robertson


940,836



*Ron Tremblay


18,671,500



9.35
%David Wolfin


733,643



*Robert Roberts


351,000



*Ron Barbaro


840,000



*J. Trevor Eyton(1)

Nil



N/ARobert Cameron(1)


205,612



*Geoffrey Chater(1)


100,000



*Carlos H Fernandez Mazzi(2)


20,000



*Lisa Sharp(3)


50,000



*Annie Chan(3)

Nil



N/ADorothy Chin

Nil



N/A
 
 * Less than one percent
  (1)
Mr. Eyton, Mr. Cameron, and Mr. Chater resigned as directors on April 11, 2011 at the request of the Company.
 (2)
Mr. Carlos H. Fernandez Mazzi was appointed as director on May 15, 2012.
 (3)
Ms. Lisa Sharp resigned as CFO and Ms. Annie Chan was appointed as CFO on March 26, 2012.
 
 62
 
 Outstanding Options
 
 The following information, as of July 5, 2012, reflects outstanding options held by the individuals referred to in “Compensation”:
  No. of Shares


Date of Grant


Exercise Price


Expiration DateRon Tremblay

Director,


1,500,000


Sept. 3, 2010


$
1.00


Sept. 3, 2015President & CEO


5,000,000


March 25, 2011


$
1.65


March 25, 2016Lisa Sharp(1)

Nil


N/A



N/A



N/AFormer CFOAnnie Chan


50,000


June 7, 2012


$
1.00


June 7, 2017CFOGary Robertson


200,000


July 20, 2010


$
0.65


July 20, 2015Director


200,000


March 25, 2011


$
1.65


March 25, 2016David Wolfin


100,000


April 28, 2009


$
0.25


April 28, 2014Director


100,000


Sept 3, 2010


$
1.00


Sept 3, 2015100,000


March 25, 2011


$
1.65


March 25, 2016Victor Chevillon


100,000


Sept 14, 2007


$
0.35


Sept 14, 2012Director &


200,000


Jan 28, 2010


$
0.70


Jan 28, 2015VP Exploration


500,000


Sept 3, 2010


$
1.00


Sept 3, 20151,500,000


March 25, 2011


$
1.65


March 25, 2016William Glasier


100,000


Sept 3, 2010


$
1.00


Sept 3, 2015Director


150,000


March 25, 2011


$
1.65


March 25, 2016Ron Barbaro


200,000


July 20, 2010


$
0.65


July 20, 2015Director & Chairman


300,000


March 25, 2011


$
1.65


March 25, 2016Robert Roberts

Director


200,000


Oct 3, 2011


$
1.50


Oct 3, 2016Carlos H Fernandez Mazzi

Director


500,000


May 15. 2012


$
1.00


May 15, 2017Trevor Eyton

Director(2)

Nil


N/A



N/A


N/ARobert Cameron

Director(2)

Nil


N/A



N/A


N/AGeoffrey Chater

Director(2)

Nil


N/A



N/A


N/A
  (1)
Ms. Lisa Sharp resigned as CFO on March 26, 2012
 (2)
Mr. Eyton , Mr. Cameron, and Mr. Chater resigned as directors on April 11, 2011at the request of the Company.
 
 63
 
 Item 7.
Major Shareholders and Related Party Transactions
 
 A.
Major Shareholders
 
 As far as it is known to the Company, other then identified below, it is not directly or indirectly owned or controlled by any other corporation or by the Canadian Government, or any foreign government, or by any other natural or legal person.
 
 To the knowledge of the Company’s directors and senior officers, the following table sets forth certain information as at July 5, 2012 concerning the ownership of the Company’s common shares as to each person known by the directors and senior officers, based solely upon public records and filings, to be the direct and/or indirect owner of more than five (5%) percent of the Company’s common shares, who owned more than five percent of the outstanding shares of each class of the Company’s voting securities.
 
 Name

Number of Shares of

Common Stock Owned


Percent of

ClassRon Tremblay


18,671,500
*


9.35
%All Officers and Directors as a Group (14 persons)


23,435,722



11.73
%
 
 * These shares are held by Ron Tremblay indirectly through Stone's Throw (Barbados) Ltd., a company of which he is the sole shareholder.
  Changes in ownership by major shareholders
  To the best of the Company’s knowledge there have been no changes in the ownership of the Company’s shares other than disclosed herein.
 
 Voting Rights
 
 The Company’s major shareholders do not have different voting rights.
  Shares Held in the United States
  As of July 5, 2012, there were approximately 452 registered holders of the Company’s shares in the United States, with combined holdings of 4,751,165 common shares.
  Change of Control
  As of July 5, 2012, there were no arrangements known to the Company which may, at a subsequent date, result in a change of control of the Company.
  Control by Others
  To the best of the Company’s knowledge, the Company is not directly or indirectly owned or controlled by another corporation, any foreign government, or any other natural or legal person, severally or jointly.
 
 64
 
 B.
Related Party Transactions
 
 During the year ended March 31, 2012:
 
 (a)
$326,263 (2011 - $159,267) was charged to the Company for office, occupancy and miscellaneous costs; shareholder relations and promotion; travel; salaries and benefits; and administrative services paid on behalf of the Company by Oniva International Services Corp. (“Oniva”), a private company owned by the Company and five other reporting issuers having common directors.
 
 (b)
$6,291 (2011 - $3,386) was charged to the Company for exploration costs associated with the Company’s mineral properties in the state of Nevada from a public company with common directors.
 
 (c)
$10,000 (2011 - $Nil) was paid for consulting fees to a private company controlled by a former officer of the Company.
 
 The Company takes part in a cost-sharing arrangement to reimburse Oniva for a variable percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses.  The agreement may be terminated with one month’s notice by either party.
 
 Due from related parties consists of the following:
 
 March 31,

2012


March 31,

2011


April 1,

2010ABC Drilling (i)

$
5,564


$
5,564


$
5,564Frobisher Securities Inc. (i)


-



504



-Stone’s Throw Capital (ii)


-



-



42,947$
5,564


$
6,068


$
48,511
 
 Due to related parties consists of the following:
  March 31,

2012


March 31,

2011


April 1,

2010Chevillion Exploration.(ii)

$
225,147


$
135,930


$
57,698Coral Gold Resources Ltd. (iii)


27,926



57,901



56,788Oniva(i)


66,646



34,184



24,426$
319,719


$
228,015


$
138,912
 
 (i)
Oniva, ABC Drilling and Frobisher Securities Inc. are private companies related by way of common management and directors.
 
 (ii)
Chevillion Exploration and Stone’s Throw Capital are private companies controlled by a director and officer of the Company.
 
 (iii)
Coral Gold Resources Ltd. is a public company related by way of common directors.
 
 Accounts payable includes $13,063 (2011 - $6,773) owed to a public company related by way of common directors and $52,606 (2011 - $20,145) owed to a private company related by way of common management and directors.Accrued liabilities includes $139,500 (2011 - $Nil) owed to a private company controlled by a director and officer of the Company.
 
 Related party transactions are measured at the estimated fair values of the services provided or goods received
 
 65
 
 C.
Interests of Experts and Counsel
 
 Not Applicable.
 
 Item 8.
Financial Information
 
 A.
Statements and Other Financial Information
 
 The following financial statements of the Company are attached to this Annual Report:
 
 ·
Auditors’ Report;
 ·
Consolidated Statements of Financial Position as at March 31, 2012, March 31, 2011 and April 1, 2010;
 ·
Consolidated Statement of Operations and Comprehensive Loss, change in shareholders’ equity and cash flows for the years ended March 31, 2012 and 2011;
 ·
Notes to Financial Statements for the years ended March 31, 2012 and 2011
 
 Legal Proceedings
 
 The Company is not involved in any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or had in the recent past, significant effects on the Company’s financial position or profitability, including governmental proceedings pending or known to be contemplated.
 
 Dividend Policy
 
 The Company has never paid any dividends and does not intend to in the near future.
 
 B.
Significant Changes
 
 None.
 
 Item 9.
The Offer and Listing
 
 A.
Price History of Stock
 
 The common shares of Levon are listed on the TSX Exchange under the symbol "LVN", and the Frankfurt Stock Exchange under the symbol “L09” and are occasionally traded in the United States on the “grey market”, under the symbol "LVNVF".
 
 As of July 5, 2012, there were 452 holders of record in the United States holding 4,751,165of the Company’s common shares representing 54.13% of the total number of shareholders, and approximately 2.37% of the total number of common shares issued.  The common shares are issued in registered form and the percentage of shares reported to be held by record holders in the United States is taken from the records of the Valiant Trust Company in the City of Vancouver, the registrar and transfer agent for our common shares.
 
 66
 
 The following table sets forth the high and low prices expressed in Canadian dollars on the TSX Exchange for the Company’s common shares for the past five years, for each quarter for the last two fiscal years, and for the last four months.
 
 TSX-V/TSX

(Canadian Dollars)


OTC**

(United States Dollars)Last Five Fiscal Years

High


Low


High


Low2012


2.38
*


0.66
*


2.48



0.662011


2.08



0.50



2.10



0.522010


0.95



0.11



0.94



0.092009


0.16



0.05



0.68



0.042008


0.33



0.11



0.16



0.03
  2011- 2012

High


Low


High


LowFourth Quarter ended March 31, 2012


1.30
*


0.66
*


1.279



0.6678Third Quarter ended December 31, 2011


1.52



0.71



1.45



0.67Second Quarter ended September 30, 2011


2.08



0.80



2.17



0.79First Quarter ended June 30, 2011


2.38



1.40



2.48



1.43
  2010- 2011

High


Low


High


LowFourth Quarter ended March 31, 2011


2.08



1.36



2.10



1.37Third Quarter ended December 31, 2010


2.08



1.36



2.09



0.94Second Quarter ended September 30, 2010


1.26



0.50



1.20



0.52First Quarter ended June 30, 2010


1.05



0.50



1.02



0.56
  Last Six Months

High


Low


High


LowJune 2012


0.63
*


0.385
*


0.5688



0.386May 2012


0.68
*


0.38
*


0.686



0.372April 2012


0.72
*


0.42
*


0.707



0.4365March 2012


1.01
*


0.66
*


1.046



0.6678February 2012


1.03



0.81



1.014



0.815January 2012


1.30



0.95



1.279



0.99
 
 *The Company listed on the TSX Exchange on February 23, 2012 under the symbol “LVN”
 **There are no market makers in this security in the United States. It is not listed, traded or quoted on any U.S. stock exchange or the OTC Markets. Trades in grey market stocks are reported by broker-dealers to their Self Regulatory Organization (SRO) and the SRO distributes the trade data to market data vendors and financial websites so investors can track price and volume. Since grey market securities are not traded or quoted on an exchange or interdealer quotation system, investor's bids and offers are not collected in a central spot so market transparency is diminished and Best Execution of orders is difficult
 
 The volume of trading has been limited and volatile in the past and is likely to continue to be so in the future, reducing the liquidity of an investment in our common shares and making it difficult for investors to readily sell their shares in the open market.  See the section entitled  “Item 3. Key Information – D. Risk Factors” above.
 
 B.
Plan of Distribution
 
 Not Applicable.
 
 C.
Markets
 
 The common shares of Levon are listed on the TSX Exchange under the symbol "LVN", the Frankfurt Stock Exchange under the symbol “L09” and are occasionally traded in the United States on the “grey market”, under the symbol "LVNVF".
 
 67
 
 D.
Selling Shareholders
 
 Not Applicable.
 
 E.
Dilution
 
 Not Applicable.
 
 F.
Expenses of the Issue
 
 Not Applicable.
 
 Item 10.
Additional Information
 
 A.
Share Capital
 
 Not Applicable.
 
 B.
Memorandum and Articles of Association
 
 Common Shares
 
 All issued and outstanding common shares are fully paid and non-assessable. Each holder of record of common shares is entitled to one vote for each common share so held on all matters requiring a vote of shareholders, including the election of directors. The holders of common shares will be entitled to dividends on a pro-rata basis, if and when as declared by the board of directors. There are no preferences, conversion rights, preemptive rights, subscription rights, or restrictions or transfers attached to the common shares.  In the event of liquidation, dissolution, or winding up of the Company, the holders of common shares are entitled to participate in the assets of the Company available for
distribution after satisfaction of the claims of creditors.
 
 Powers and Duties of Directors
 
 The directors shall manage or supervise the management of the affairs and business of the Company and shall have authority to exercise all such powers of the Company as are not, by the Company Act or by the Memorandum or the Articles, required to be exercised by the Company in a general meeting.
 
 Directors will serve as such until the next annual meeting. In general, a director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company whereby a duty or interest might be created to conflict with his duty or interest as a director, shall declare the nature and extent of his interest in such contract or transaction or the conflict or potential conflict with his duty and interest as a director. Such director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall do so, his vote shall note be counted, but he shall be counted in the quorum present at the meeting at which such
vote is taken.  However, notwithstanding the foregoing, directors shall have the right to vote on determining the remuneration of the directors.
  68
 
 The directors may from time to time on behalf of the Company:  (a) borrow money in such manner and amount from such sources and upon such terms and conditions as they think fit; (b) issue bonds, debentures and other debt obligations; and (c) mortgage, charge or give other security on the whole or any part of the property and assets of the Company.
 
 The directors of the Company must be persons of the full age of 18 years. There is no minimum share ownership to be a director. No person shall be a director of the Company who is not capable of managing their own affairs, is an undischarged bankrupt, convicted of an offense in connection with the promotion, formation or management of a corporation or involved in fraud within the last five years, or a person that has had a registration in any capacity under the "British Columbia Securities Act" or the "British Columbia Mortgage Brokers Act" canceled within the last five years.
 
 Shareholders
 
 An annual general meeting is held once in every calendar year at such time and place as may be determined by the directors. A quorum at an annual general meeting and special meeting shall be two shareholders or one or more proxy holders representing two shareholders, or one shareholder and a proxy holder representing another shareholder. There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Company on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Canada Act (the “Investment Act”) discussed below under “Item 10. Additional
Information, D. Exchange Controls.”
 
 In accordance with British Columbia law, directors shall be elected by an “ordinary resolution” which means: (a) a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy; or (b) a resolution that has been submitted to the shareholders of the Company who would have been entitled to vote on it in person or by proxy at a general meeting of the Company and that has been consented to in writing by such shareholders of the Company holding shares carrying not less than 3⁄4 of the votes entitled to be cast on it.
 
 Under British Columbia law certain items such as an amendment to the Company’s articles or entering into a merger requires approval by a special resolution which means: (a) a resolution passed by a majority of not less than 3⁄4 of the votes cast by the shareholders of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the Company; or (b) a resolution consented to in writing by every shareholder of the Company who would have been entitled to vote in person or by proxy at a general meeting of the Company, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Company.
 
 C.
Material Contracts
 
 The Company has no material contracts.
 
 D.
Exchange Controls
 
 Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Issuer’s securities, except as discussed below under “Item 10. Additional Information, E. Taxation.”
 
 There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.
 
 69
 
 E.
Taxation
 
 Canadian Federal Income Tax Consequences
 
 The following summarizes the principal Canadian federal income tax consequences applicable to the holding and disposition of common shares in the capital of the Company by a United States resident, and who holds common shares solely as capital property, referred to as a "U.S. Holder".  This summary is based on the current provisions of the Income Tax Act (Canada), referred to as the "Tax Act", the regulations thereunder, all amendments thereto publicly proposed by the government of Canada, the published administrative practices of Revenue Canada, Customs, Excise and Taxation, and the current provisions of the
Canada-United States Income Tax Convention, 1980, as amended, referred to as the "Treaty".  Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign (including without limitation, any United States) tax law or treaty.  It has been assumed that all currently proposed amendments will be enacted substantially as proposed and that there is no other relevant change in any governing law or practice, although no assurance can be given in these respects.
 
 Each U.S. Holder is advised to obtain tax and legal advice applicable to such U.S. Holder’s particular circumstances.
 
 Every U.S. Holder is liable to pay a Canadian withholding tax on every dividend that is or is deemed to be paid or credited to the U.S. Holder on the U.S. Holder’s common shares. The statutory rate of withholding tax is 25% of the gross amount of the dividend paid. The Treaty reduces the statutory rate with respect to dividends paid to a U.S. Holder for the purposes of the Treaty. Where applicable, the general rate of withholding tax under the Treaty is 15% of the gross amount of the dividend, but if the U.S. Holder is a company that owns at least 10% of the voting stock of the Company and beneficially owns the dividend, the rate of withholding tax is 5% for dividends paid or credited after 1996 to
such corporate U.S. Holder. The Company is required to withhold the applicable tax from the dividend payable to the U.S. Holder, and to remit the tax to the Receiver General of Canada for the account of the U. S. Holder.
 
 Pursuant to the Tax Act, a U.S. Holder will not be subject to Canadian capital gains tax on any capital gain realized on an actual or deemed disposition of a common share, including a deemed disposition on death, provided that the U.S. Holder did not hold the common share as capital property used in carrying on a business in Canada, and that neither the U.S. Holder nor persons with whom the U.S. Holder did not deal at arms length (alone or together) owned or had the right or an option to acquire 25% or more of the issued shares of any class of the Company at any time in the five years immediately preceding the disposition.
 
 Certain United States Federal Income Tax Consequences
 
 The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of common shares of the Company.
 
 This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of common shares.  In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty.  Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax
advice with respect to any U.S. Holder.  This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership, and disposition of common shares. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of common shares.
 
 No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.  This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary.  In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.
 
 70
 
 Scope of this Summary
 
 Authorities
 
 This summary is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended, or the Canada-U.S. Tax Convention, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document.  Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or
prospective basis which could affect the U.S. federal income tax considerations described in this summary.  This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.
 
 U.S. Holders
 
 For purposes of this summary, the term “U.S. Holder” means a beneficial owner of common shares acquired pursuant to this offering that is for U.S. federal income tax purposes:
 
 ·
an individual who is a citizen or resident of the U.S.;
 ·
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;
 ·
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
 ·
a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
 
 Non-U.S. Holders
 
 For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of common shares that is not a U.S. Holder.  This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from and relating to the acquisition, ownership, and disposition of common shares.  Accordingly, a non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences (including the potential application of and operation of any income tax treaties) relating to the acquisition, ownership, and disposition of common shares.
 
 U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed
 
 This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following:  (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other
than the U.S. dollar; (e) U.S. Holders that own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquired common shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); or (h) U.S. Holders that own or have owned  (directly, indirectly, or by attribution) 10% or more of the total combined voting power of the outstanding shares of the Company.  This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are:  (a) U.S. expatriates or former long-term residents of the
U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”); (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold common shares in connection with carrying on a business in Canada; (d) persons whose common shares constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Canada-U.S. Tax Convention.  U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the
acquisition, ownership and disposition of common shares.
 
 71
 If an entity or arrangement that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds common shares, the U.S. federal income tax consequences to such partnership and the partners of such partnership generally will depend on the activities of the partnership and the status of such partners (or owners).  This summary does not address the tax consequences to any such partnership or partner.  Partners of entities or arrangements that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition,
ownership, and disposition of common shares.
 
 Passive Foreign Investment Company Rules
 
 If the Company were to constitute a “passive foreign investment company” under the meaning of Section 1297 of the Code, or a PFIC, as defined below, for any year during a U.S. Holder’s holding period, then certain different and potentially adverse rules will affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of common shares.  In addition, in any year in which the Company is classified as a PFIC, such holder would be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require.  U.S. Holders should consult their own tax advisors
regarding the requirements of filing such information returns under these rules, including the requirement to file a revised IRS Form 8621.
  PFIC Status of the Company
 
 The Company generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of the Company is passive income (the “income test”) or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “asset test”).  “Gross income” generally includes all sales revenues less the cost of goods sold,plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains
from the sale of stock and securities, and certain gains from commodities transactions.
 
 Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade of such foreign corporation or other property of a kind which would properly be included in inventory of such foreign corporation, or property held by such foreign corporation primarily for sale to customers in the ordinary course of business and certain other requirements are satisfied.
 
 For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation.  In addition, for purposes of the PFIC income test and asset test described above, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by the Company from certain “related persons” (as
defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.
 
 72
 In addition, under certain attribution rules, if the Company is a PFIC, U.S. Holders will be deemed to own their proportionate share of the stock of any subsidiary of the Company that is also a PFIC, or a Subsidiary PFIC, and will be subject to U.S. federal income tax on their proportionate share of (a) a distribution on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC.
 
 The Company believes that it was classified as a PFIC during the tax year ended March 31, 2012, and may be a PFIC in future tax years.  The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations.  In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document.  Accordingly, there can be no assurance that the IRS will not challenge any determination made by
the Company (or a Subsidiary PFIC) concerning its PFIC status.  Each U.S. Holder should consult its own tax advisor regarding the PFIC status of the Company and any Subsidiary PFIC.
 
 Default PFIC Rules Under Section 1291 of the Code
 
 If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of common shares will depend on whether such U.S. Holder makes an election to treat the Company and each Subsidiary PFIC, if any, as a “qualified electing fund” or “QEF” under Section 1295 of the Code, or a QEF Election, or a mark-to-market election under Section 1296 of the Code, or a Mark-to-Market Election.  A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”
 
 A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of common shares and (b) any excess distribution received on our common shares.  A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for our common shares, if shorter).
 
 Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of common shares (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on common shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective common shares.  The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income.  The amounts allocated to any other tax year would be subject to U.S. federal income tax at the
highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year.  A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.
 
 If the Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds common shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent tax years.  A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above), but not loss, as if such common shares were sold on the last day of the last tax year for which the Company was a PFIC.
 
 73
 
 QEF Election
 
 A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which its holding period of its common shares begins generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its common shares.  A U.S. Holder that makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder.  Generally, “net capital gain” is the excess of (a) net
long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain.  A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company.  However, for any tax year in which the Company is a PFIC and has no net income or gain, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election.  If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest
charge.  If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.
 
 A U.S. Holder that makes a timely and effective QEF Election with respect to the Company generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in our common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election.  In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of common shares.
 
 The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely.  A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for our common shares in which the Company was a PFIC.  A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year.  If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for our common
shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder also makes a “purging” election to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day the QEF Election is effective.
 
 A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election.  If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company is not a PFIC.  Accordingly, if the Company becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Company
qualifies as a PFIC.
 
 U.S. Holders should be aware that there can be no assurance that the Company will satisfy record keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in event that the Company is a PFIC and a U.S. Holder wishes to make a QEF Election.  Thus, U.S. Holders may not be able to make a QEF Election with respect to their common shares.  Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a QEF Election.
  74
  Mark-to-Market Election
 
 A U.S. Holder may make a Mark-to-Market Election only if the common shares are marketable stock.  Our common shares generally will be “marketable stock” if our common shares are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and meets other requirements and the laws of the country
in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange ensure active trading of listed stocks.  If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.
 
 A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to such common shares.  However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for our common shares or such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, our common shares.
 
 A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of our common shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such common shares.  A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in our common shares, over (b) the fair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax
years).
 
 A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in our common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election.  In addition, upon a sale or other taxable disposition of common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).
 
 A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless our common shares cease to be “marketable stock” or the IRS consents to revocation of such election.  Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.
 
 Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to our common shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable.  Hence, the Mark-to-Market Election will not be effective to eliminate the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC.
  75
 
 Other PFIC Rules
 
 Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of common shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations).  However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which common shares are transferred.
 
 Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election.  For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares.
 
 Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC.  Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit.  The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with their own tax advisor regarding the availability of the foreign tax credit with respect to distributions by a PFIC.
 
 The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares.
 
 Ownership and Disposition of common shares
 
 The following discussion is subject to the rules described above under the heading “Passive Foreign Investment Company Rules.”
 
 Distributions on common shares
 
 Subject to the PFIC rules discussed above, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to an Offered Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes.  A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if the Company is a PFIC.  To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the
Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in our common shares and thereafter as gain from the sale or exchange of such common shares.  (See “ Sale or Other Taxable Disposition of common shares” below).  However, the Company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by the Company with respect to our common shares will constitute ordinary dividend income.  Dividends received on common shares generally will not be eligible for the “dividends received deduction”.  In addition, the Company does not anticipate that its distributions will constitute qualified dividend income eligible for the preferential tax
rates applicable to long-term capital gains.  The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.
  76
  Sale or Other Taxable Disposition of common shares
 
 Subject to the PFIC rules discussed above, upon the sale or other taxable disposition of common shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash plus the fair market value of any property received and such U.S. Holder's tax basis in such common shares sold or otherwise disposed of.  Subject to the PFIC rules discussed above, gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, our common shares have been held for more than one year.
 
 Preferential tax rates apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust.  There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation.  Deductions for capital losses are subject to significant limitations under the Code.
 
 Additional Considerations
 
 Additional Tax on Passive Income
 
 For tax years beginning after December 31, 2012, certain individuals, estates and trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends and net gain from disposition of property (other than property held in a trade or business).  U.S. Holders should consult with their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of common shares.
 
 Receipt of Foreign Currency
 
 The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time).  A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt.  Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally
will be U.S. source income or loss for foreign tax credit purposes.  Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.
 
 Foreign Tax Credit
 
 Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on our common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid.  Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax.  This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a
year.
  77
 
 Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income.  In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.”  Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign
corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code.  However, the amount of a distribution with respect to our common shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder.  In addition, this limitation is calculated separately with respect to specific categories of income.  The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.
 
 Backup Withholding and Information Reporting
 
 Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation.  For example, recently enacted legislation generally imposes new U.S. return disclosure obligations (and related penalties) on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of $50,000.  The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person,
any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity.  U.S. Holders may be subject to these reporting requirements unless their common shares are held in an account at a domestic financial institution.  Penalties for failure to file certain of these information returns are substantial.  U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.
 
 Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, common shares will generally be subject to information reporting and backup withholding tax, at the rate of 28% (and increasing to 31% for payments made after December 31, 2012), if a U.S. Holder (a) fails to furnish such U.S.  Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of
perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax.  However, certain exempt persons generally are excluded from these information reporting and backup withholding rules.  Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.  Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.
 
 F.
Dividends and Paying Agents
 
 Not Applicable.
 
 G.
Statement by Experts
 
 Not Applicable.
  78
 
 H.
Documents on Display
 
 We are subject to the informational requirements of the Exchange Act and file reports and other information with the SEC. You may read and copy any of our reports and other information at, and obtain copies upon payment of prescribed fees from, the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. In addition, the SEC maintains a Website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
  We are required to file reports and other information with the securities commissions in Canada. You are invited to read and copy any reports, statements or other information, other than confidential filings, that we file with the provincial securities commissions. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") (www.sedar.com), the Canadian equivalent of the SEC's electronic document gathering and retrieval system.
  We "incorporate by reference" information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this Form 20-F and more recent information automatically updates and supersedes more dated information contained or incorporated by reference in this Form 20-F.
  As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders.
  We will provide without charge to each person, including any beneficial owner, to whom a copy of this annual report has been delivered, on the written or oral request of such person, a copy of any or all documents referred to above which have been or may be incorporated by reference in this annual report (not including exhibits to such incorporated information that are not specifically incorporated by reference into such information). Requests for such copies should be directed to us at the following address: Suite 900, 570 Granville Street, Vancouver, British Columbia, V6C 3P1. The Company is required to file financial statements and other information with the Securities Commission in each of the Provinces
of Canada, except Quebec, electronically through SEDAR which can be viewed at www.sedar.com.
  The Company files annual reports and furnishes other information with the SEC.  You may read and copy any document that we file at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 or by accessing the Commission’s website (http://www.sec.gov).
  I.
Subsidiary Information
 
 Not Applicable.
 
 79
 
 Item 11.
Quantitative and Qualitative Disclosures about Market Risk
 
 (a)
Credit risk
 
 Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk.
 
 The Company manages credit risk, in respect of cash, by maintaining the majority of cash and cash equivalents at high credit rated Canadian financial institutions.  Concentration of credit risk exists with respect to the Company’s cash and reclamation deposits as the majority of the amounts are held with a Canadian and a Mexican financial institution. The Company’s concentration of credit risk, and maximum exposure thereto, is as follows:
 
 March 31,

2012


March 31,

2011Cash and cash equivalents held at major financial institutionsCanada

$
37,561,695


$
19,222,255Mexico


11,746



628,50237,573,441



19,850,757Reclamation deposits held at major financial institutionCanada


32,629



32,629Total

$
37,606,070


$
19,883,386
 
 (b)
Liquidity risk
 
 Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due.
 
 The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities.  The Company has cash and cash equivalents at March 31, 2012 in the amount of $37,573,441 (2011 - $19,850,757) in order to meet short-term business requirements. At March 31, 2012, the Company had current liabilities of $708,372 (2011 - $861,595). Accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms. Advances payable to related parties are without interest or stated terms of repayment.
 
 (c)
Market risk
 
 Market risk consists of interest rate risk and foreign currency risk. The Company is exposed to interest rate risk and foreign currency risk.
 
 Interest rate risk
 
 Interest rate risk consists of two components:
 
 (i)
To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.
 (ii)
To the extent that changes in prevailing market rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.
 
 The Company’s cash and cash equivalents consist of cash held in bank accounts, fixed income investments and GICs that earn interest at variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on estimated fair values as of March 31, 2012.  Future cash flows from interest income on cash will be affected by interest rate fluctuations.  The Company manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity.
 
 80
 Foreign currency risk
 
 Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in foreign currency.
 
 The Company is exposed to foreign currency fluctuation related to its exploration and evaluation assets thereon, and accounts payable in US dollar balances and Mexican pesos (“MXN”). A significant change in the exchange rate between the Canadian dollar relative to the US dollar or Mexican peso could have an effect on the Company’s financial position, results of operations and cash flows, as follows:
  March 31, 2012


March 31, 2011MXN


USD


MXN


USDCash and cash equivalents


463,406



12,479,052



698,949



1,468,309Amounts receivable


27,685,730



-



1,095,963



-Accounts payable and accrued liabilities


(434,875
)


-



(305,298
)


(2,699
)Amounts due to related parties


-



(228,719
)


-



(184,273
)Net exposure


27,714,261



12,250,333



1,489,614



1,281,337Canadian dollar equivalent

$
2,161,158


$
12,239,808


$
121,463


$
1,242,384
 
 Based on the net US dollar denominated asset and liability exposures as at March 31, 2012, a 3% (2011 - 3%) fluctuation in the Canadian/US exchange rates will impact the Company’s earnings by approximately $367,000 (2011 - $221,000).
 
 Based on the net Mexican peso denominated asset and liability exposures as at March 31, 2012, a 3% (2011 - 5%) fluctuation in the Canadian/MXN exchange rates will impact the Company’s earnings by approximately $65,000 (2011 - $6,000).
 
 (d)
Other price risk
  Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is exposed to other price risk with respect to its investment securities as they are carried at fair value based on quoted market prices, which is immaterial.
 
 The Company’s ability to raise capital to fund mineral resource exploration is subject to risks associated with fluctuations in mineral resource prices. Management closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
 
 Item 12.
Description of Securities Other than Equity Securities
 
 A.-C.
 
 Not Applicable.
 
 D.
American Depository Receipts
 
 The Company does not have securities registered as American Depository Receipts.
 
 81
 
 Part II
 
 Item 13.
Defaults, Dividend Arrearages and Delinquencies
 
 None.
 
 Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
 
 A.-D.
 None.
 
 E.
Use of Proceeds
 
 Not Applicable.
 
 Item 15.
Controls and Procedures
 
 A.
Disclosure Controls and Procedures
 
 An evaluation was performed under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of March 31, 2012. Based on their evaluation, the Company’s CEO and CFO have concluded that the disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under
the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
 B.
Management’s Report on Internal Control Over Financial Reporting
 
 The Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer is responsible for establishing and maintaining adequate internal control over the Company’s internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.  The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with International Reporting Standards as issued by the International Accounting Standards Board
("IFRS").  The Company’s internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and disposition of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the  consolidated financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
 
 Because of their inherent limitations, internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 82
 The Company’s management, (with the participation of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer), conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2012.  This evaluation was based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management has concluded that the Company’s internal control over financial reporting was effective as at March 31, 2012, and management’s assessment did not
identify any material weaknesses.
 
 The Company is required to provide an auditor’s attestation report on internal control over financial reporting for the fiscal year ended March 31, 2012.  In this report, the Company’s independent registered auditor, SmytheRatcliffe LLP, must state its opinion as to the effectiveness of the Company’s internal control over financial reporting for the fiscal year ended March 31, 2012.   SmytheRatcliffe LLP has audited the Company’s financial statements included in this annual report on Form 20-F and has issued an attestation report on the Company’s internal control over financial reporting.
 
 C.
Attestation Report of our External Auditor
 
 The effectiveness of our internal control over financial reporting as of March 31, 2012, has been audited by our independent registered public accounting firm, SmytheRatcliffe LLP, which also audited our consolidated financial statements for the year ended March 31, 2012. SmytheRatcliffe LLP have expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as of March 31, 2012, and their report is included on page 59 of this Annual Report.
  Item 16.
[Reserved]
 
 Item 16A.
Audit Committee Financial Expert
 
 The Board determined that Mr. Gary Robertson, Mr. Robert Roberts and Mr. Ron Barbaro are qualified as Audit Committee Financial Experts and all members are independent as determined by the NASDAQ listing rules.
 
 Item 16B.
Code of Ethics
 
 The Company has adopted a Code of Business Practice and Conduct (the “Code”) and requires its directors, officers and employees to maintain the highest level ofintegrity in their dealings with each other and with the public on behalf of the Company. This Codeis intended to document some of the specificprinciples of conduct and ethics which will be followed by our directors, officers andemployees in the performance of their responsibilities with respect to the Company's business. It isintended to:
 
 •
promote honest and ethical conduct and manage conflicts that may arise;
 •
promote full, fair, accurate, timely and understandable disclosure to the public including our periodic reports required to be filed with the Canadian securities regulatory authorities;
 •
promote compliance with applicable governmental rules and regulations;
 •
provide guidance to directors, officers and employees of the Company to help themrecognize and deal with ethical issues;
 •
provide a mechanism to report unethical conduct; and
 •
help foster a culture of honesty and accountability.
 
 Our directors have committed that they will comply at all times with the principles set forthin this Code and they expect each of our officers and employees to do likewise. The Company has posted the Code on its website at www.levon.com.  There were no amendments to or waivers granted from any provision of the Code during the fiscal year ended March 31, 2012.
 
 Item 16C.
Principal Accountant Fees and Services
 
 The independent auditor for the years ended March 31, 2012, 2011, 2010 and 2009 was Smythe Ratcliffe LLP, Chartered Accountants.
 
 83
 
 Audit Fees
 
 The aggregate fees billed by Smythe Ratcliffe LLP for the audit of the Company’s year ended March 31, 2012 was $70,000 (March 31, 2011: $93,340; March 31, 2010: $34,000).
 
 Audit-Related Fees
  The aggregate fees billed for audit-related fees by Smythe Ratcliffe LLP for the year ended March 31, 2012 were $500 at the date of this Annual Report (March 31, 2011: $500; March 31, 2010 $5,504).
 
 Tax Fees
  The aggregate fees billed for tax compliance and tax advice rendered by Smythe Ratcliffe LLP for the fiscal year ended March 31, 2012 was $5,000 at the date of this Annual Report (March 31, 2011: $8,500; March 31, 2010: $1,000).  The services comprising these fees include compliance service with respect to Canadian tax filings.
 
 All Other Fees
  Other than referred to above, the aggregate fees billed for any other professional services rendered by Smythe Ratcliffe LLP for the year ended March 31, 2012 was $Nil (March 31, 2011: $Nil; March 31, 2010: $Nil).
 
 The Audit Committee approved 100% of the fees paid to the principal accountant for audit-related, tax and other fees in the fiscal year 2011. The Audit Committee pre-approves all non-audit services to be performed by the auditor in accordance with the Audit Committee Charter. There were no hours expended on the principal accountant's engagement to audit the Company's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
 
 Item 16D.
Exemptions from the Listing Standards for Audit Committees
 
 None.
 
 Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
 
 None.
  Item 16F.
Changes in Registrants Certifying Accountant
 
 None.
 
 Item 16G.
Corporate Governance
 
 None.
 
 Item 16H.
Mine Safety Disclosure.
 
 Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities with respect to mining operations and properties in the United States that are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). During the
year ended March 31, 2012, our U.S. exploration properties were not subject to regulation by the MSHA under the Mine Act
 
 84
 
 Part III
 
 Item 17.
Financial Statements
 
 The Company’s financial statements are stated in Canadian Dollars and are prepared in accordance with International Financial Reporting Standards (IFRS).
  The following Financial Statements pertaining to the Company are filed as part of this annual report:
  Auditor’s Report


89 - 90Consolidated Statements of Financial Position


91Consolidated Statements of Operations and Comprehensive Loss


92Consolidated Statements of Changes In Shareholders’ Equity


93 - 94Consolidated Statements of Cash Flow


95Notes to Consolidated Financial Statements


96 - 124
  Item 18.
Financial Statements
 
 The Company has elected to provide financial statements pursuant to Item 17.
 
 Item 19.
Exhibits
 
 Financial Statements
 
 See Item 17 above.
 
 85
 
 Exhibits
  Exhibit Number

Name1.1

Notice of Articles of Levon Resources Ltd.*1.2

Articles of Levon Resources Ltd. *8.1

List of Subsidiaries12.1

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)12.2

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)13.1

Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 135013.2

Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350
  * Previously filed as an exhibit to the Registrant’s annual report on Form 20-F on November 4, 2005
  86




LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 
 
 Consolidated Financial Statements
 
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
  Index

PageManagement’s Responsibility for Financial Reporting


88Reports of Independent Registered Public Accounting Firm


89 - 90Consolidated Financial StatementsConsolidated Statements of Financial Position


91Consolidated Statements of Operations and Comprehensive Loss


92Consolidated Statements of Changes in Shareholders’ Equity


93 - 94Consolidated Statements of Cash Flows


95Notes to Consolidated Financial Statements


96 - 124
  87
 
 MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
  The consolidated financial statements of Levon Resources Ltd.(the “Company”) are the responsibility of the Company’s management. The financial statements are prepared in accordance with International Financial Reporting Standards and reflect management’s best estimates and judgment based on information currently available.
 
 Management has developed and is maintaining a system of internal controls to ensure that the Company’s assets are safeguarded, transactions are authorized and properly recorded and financial information is reliable.
 
 The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the audit and the annual consolidated financial statements prior to their submission to the Board of Directors for approval.
 
 The consolidated financial statements as at March 31, 2012 and 2011, and April 1, 2010, and its financial performance and its cash flows for the years ended March 31, 2012 and 2011 have been audited by SmytheRatcliffe LLP, Chartered Accountants, and their report outlines the scope of their examination and gives their opinion on the consolidated financial statements.
   /s/ “Ron Tremblay”


“Annie Chan”Ron Tremblay


Annie ChanCEO


CFO
  Vancouver, British Columbia
 June 26, 2012
 88
  
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 TO THE SHAREHOLDERS OF LEVON RESOURCES LTD.
 
 We have audited the accompanyingconsolidated financial statements of Levon Resources Ltd., which comprise the consolidated statements of financial position as at March 31, 2012, March 31, 2011 and April 1, 2010, and theconsolidated statements of operations and comprehensive loss, change in shareholders’ equity and cash flows for the years ended March 31, 2012 and March 31, 2011, and a summary of significant accounting policies and other explanatory information.
 
 Management's Responsibility for the Consolidated Financial Statements
 Management is responsible for the preparation and fair presentation of theseconsolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation ofconsolidated financial statements that are free from material misstatement, whether due to fraud or error.
 
 Auditors’ Responsibility
 Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standardsand the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
 
 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in theconsolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of theconsolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of theconsolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of theconsolidated financial statements.
 
 We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
 
 Opinion
 In our opinion, theconsolidated financial statements present fairly, in all material respects, the financial position of Levon Resources Ltd.as at March 31, 2012, March 31, 2011and April 1, 2010, and its financial performance and its cash flows for the years ended March 31, 2012 and March 31, 2011 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
 
 Other Matter
 We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as at March 31, 2012, based on the criteria established in Internal Control – IntegratedFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated June 26, 2012, expressed an unqualified opinion on the Company’s internal control over financial reporting.
 
 
 
 Chartered Accountants
 
 Vancouver, Canada
 June 26, 2012
 
 89
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 TO THE SHAREHOLDERS OF LEVON RESOURCES LTD.
 We have audited Levon Resources Ltd.’s (the “Company”) internal control over financial reporting as of March 31, 2012 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
 
 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risks.  Our audit also included performing such other procedures as we considered necessary in the
circumstances.  We believe that our audit provides a reasonable basis for our opinion.
 
 A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2012, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
 We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of the Company as of March 31, 2012, March 31, 2011 and April 1, 2010 and the related consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for the years ended March 31, 2012 and March 31, 2011 and our report dated June 26, 2012expressed an unqualified opinion.
 Chartered Accountants
 
 Vancouver, Canada
 June 26, 2012
  
 90
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Consolidated Statements of Financial Position
 (Expressed in Canadian Dollars)
 March 31, 2012


March 31, 2011


April 1, 2010(Note 17)


(Note 17)ASSETSCurrentCash and cash equivalents

$
37,573,441


$
19,850,757


$
2,020,948Amounts receivable


646,917



549,748



5,289Prepaid expenses


49,773



46,736



22,823Investments (Note 5)


20,486,258



23,326



23,88058,756,389



20,470,567



2,072,940Non-current assetsDue from related parties (Note 11)


5,564



6,068



48,511Reclamation deposits (Note 6)


32,629



32,629



32,629Amounts receivable


1,409,566



-



-Exploration and evaluation assets (Note 7)


124,559,961



124,719,961



105,380Property and equipment (Note 8)


95,858



26,710



4,524Total Assets

$
184,859,967


$
145,255,935


$
2,263,984LIABILITIES AND SHAREHOLDERS’ EQUITYCurrentAccounts payable and accrued liabilities

$
388,653


$
633,580


$
69,802Due to related parties (Note 11)


319,719



228,015



138,912Total Liabilities


708,372



861,595



208,714SHAREHOLDERS’  EQUITYShare capital (Note 9)


230,608,666



169,689,837



26,187,285Reserves


16,464,015



24,720,954



1,259,150Accumulated other comprehensive loss


(21,763
)


(6,147
)


(5,593
)Deficit


(62,899,323
)


(50,010,304
)


(25,385,572
)Total Equity


184,151,595



144,394,340



2,055,270Total Liabilities and Shareholders’ Equity

$
184,859,967


$
145,255,935


$
2,263,984
 
 Approved on behalf of the Board:
 
 “Gary Robertson”
 ............................................................................ Director
 Gary Robertson
 
 “Ron Tremblay”
 ...........................................................................  Director
 Ron Tremblay
 
 The accompanying notes are an integral part of these consolidated financial statements
  91
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Consolidated Statements of Operations and Comprehensive Loss
 (Expressed in Canadian Dollars)
 Years ended March 31
 2012


2011(Note 17)ExpensesConsulting and management fees (Note 11)

$
1,007,640


$
620,000Depreciation


12,211



5,205Exploration (Note 7)


10,792,719



7,641,461Foreign exchange loss


154,227



61,002Listing and filing fees


309,261



67,286Office, occupancy and miscellaneous


182,491



142,127Professional fees


338,551



271,320Salaries and benefits


234,249



106,281Share-based payments (Note 10)


251,082



15,538,692Shareholder relations and promotion


249,556



114,532Travel


203,492



116,191Loss before other item


(13,735,479
)


(24,684,097
)Other itemInterest income


610,646



41,996Net Loss for Year


(13,124,833
)


(24,642,101
)Other Comprehensive LossUnrealized loss on investments (Note 5)


(15,616
)


(554
)Total Comprehensive Loss for Year

$
(13,140,449
)

$
(24,642,655
)Loss Per Share, Basic and Diluted

$
(0.07
)

$
(0.31
)Weighted Average Number of Common Shares Outstanding


194,269,099



78,689,400
 
 The accompanying notes are an integral part of these consolidated financial statements
  92
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Consolidated Statements of Changes in Shareholders’ Equity
 (Expressed in Canadian Dollars)
 Number of Common Shares


Share Capital


Reserve for Options


Reserve for Warrants


Total

Reserves


Accumulated Other Comprehensive Loss


Deficit


Total Shareholders’ EquityBalance, April 1, 2010(Note 17)


66,547,516


$
26,187,285


$
366,021


$
893,129


$
1,259,150


$
(5,593
)

$
(25,385,572
)

$
2,055,270Common shares issued for cash:Private placement


14,805,353



9,065,037



-



2,038,978



2,038,978



-



-



11,104,015Share issuance costs


-



(637,413
)


-



-



-



-



-



(637,413
)Exercise of options


265,000



138,750



-



-



-



-



-



138,750Exercise of warrants


8,958,484



3,723,824



-



-



-



-







3,723,824Non-cash share issuance costs


-



(414,736
)


-



414,736



414,736



-



-



-Transfer of reserves on

exercise of warrants andoptions


-



1,112,798



(101,058
)


(1,011,740
)


(1,112,798
)


-



-



-Transfer of expired warrants and options


-



-



(14,073
)


(3,296
)


(17,369
)


-



17,369



-Shares issued on acquisition of Valley

High Ventures Ltd. (Note 4)


73,322,636



130,514,292



-



6,599,565



6,599,565



-







137,113,857Share-based payments


-



-



15,538,692



-



15,538,692



-



-



15,538,692Net loss for the year


-



-



-



-



-



-



(24,642,101
)


(24,642,101
)Unrealized loss on available-for-

sale securities


-



-



-



-



-



(554
)


-



(554
)Balance, March 31, 2011(Note 17)


163,898,989


$
169,689,837


$
15,789,582


$
8,931,372


$
24,720,954


$
(6,147
)

$
(50,010,304
)

$
144,394,340
  The accompanying notes are an integral part of these consolidated financial statements
  93
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Consolidated Statements of Changes in Shareholders’ Equity
 (Expressed in Canadian Dollars)
 
  Number of Common

Shares


Share

Capital


Reserve for Options


Reserve for Warrants


Total

Reserves


Accumulated Other Comprehensive Loss


Deficit


Total Shareholders’ EquityBalance, March 31, 2011


163,898,989


$
169,689,837


$
15,789,582


$
8,931,372


$
24,720,954


$
(6,147
)

$
(50,010,304
)

$
144,394,340Common shares issued for cash:Brokered financing


20,600,000



40,170,000



-



-



-



-



-



40,170,000Share issuance costs


-



(2,353,848
)


-



-



-



-



-



(2,353,848
)Exercise of options


925,000



366,000



-



-



-



-



-



366,000Exercise of warrants


14,325,443



14,464,470



-



-



-



-



-



14,464,470Non-cash share issuance costs






(950,766
)






950,766



950,766Transfer of reserves on

exercise of warrants and options


-



9,222,973



(291,601
)


(8,931,372
)


(9,222,973
)


-



-



-Shares issued on acquisition of

Valley High Ventures Ltd. (Note 9)


4,991



-



-



-



-



-



-



-Transfer of expired warrants and options










(235,814
)


-



(235,814
)


-



235,814



-Share-based payments


-



-



251,082



-



251,082



-



-



251,082Net loss for the year


-



-



-



-



-



-



(13,124,833
)


(13,124,833
)Unrealized loss on available-for-sale securities


-



-



-



-



-



(15,616
)


-



(15,616
)Balance, March 31, 2012


199,754,423


$
230,608,666


$
15,513,249


$
950,766


$
16,464,015


$
(21,763
)

$
(62,899,323
)

$
184,151,595
  The accompanying notes are an integral part of these consolidated financial statements
  94
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Consolidated Statements of Cash Flows
 (Expressed in Canadian Dollars)
 Years ended March 31
 2012


2011(Note 17)Operating ActivitiesNet loss

$
(13,124,833
)

$
(24,642,101
)Items not involving cash:Depreciation


20,089



5,205Share-based payments


251,082



15,538,692Foreign exchange gain


340,678



(166
)Changes in non-cash working capital items:Amounts receivable and prepaid expenses


(1,509,772
)


(148,300
)Accounts payable and accrued liabilities


(244,927
)


518,422Due from related parties


92,208



131,546Cash Used in Operating Activities


(14,175,475
)


(8,596,702
)Investing ActivitiesRecovery of expenditures on exploration and evaluation asset


160,000



-Equipment acquisitions


(89,237
)


(27,391
)Purchase of investments


(20,478,548
)


-Cash acquired on acquisition of Valley High Ventures Ltd., net of transaction costs


-



5,178,768Advances from Valley High Ventures Ltd.


-



6,945,792Cash Provided by (Used in) Investing Activities


(20,407,785
)


12,097,169Financing ActivityIssue of share capital for cash, net of issuance costs


52,646,622



14,329,176Cash Provided by Financing Activity


52,646,622



14,329,176Foreign Exchange Effect on Cash


(340,678
)


166Inflow of Cash


17,722,684



17,829,809Cash and Cash Equivalents, Beginning of Year


19,850,757



2,020,948Cash and Cash Equivalents, End of Year

$
37,573,441


$
19,850,757Supplementary InformationInterest paid

$
-


$
-Income tax paid

$
-


$
-
  The accompanying notes are an integral part of these consolidated financial statements
  95
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
  1.            NATURE OF OPERATIONS
 
 Levon Resources Ltd. (the “Company”) was incorporated under the laws of British Columbia on April 9, 1965.  The Company is an exploration stage public company whose principal business activities are the exploration for and development of exploration and evaluation properties in Mexico. There have been no significant revenues generated from these activities to date.  The address of the Company’s registered office is Suite 900 – 570 Granville Street, Vancouver, British Columbia V6C 3P1.
 
 The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration and evaluation assets and the Company's ability to continue as a going concern is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations or the ability of the Company to raise alternative financing.
 
 2.            BASIS OF PRESENTATION AND FIRST TIME ADOPTION OF IFRS
  Statement of compliance and conversion to International Financial Reporting Standards
  These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). These are the Company’s first IFRS annual consolidated financial statements to be presented in accordance with IFRS, accordingly IFRS 1 First-time adoption of International Financial Reporting Standardshas been applied. Previously the Company prepared its consolidated annual and interim financial statements in accordance with Canadian generally accepted accounting principles (“GAAP”). Note 17 contains descriptions
of the effect of the transition from Canadian GAAP to IFRS on equity, operations and comprehensive loss along with reconciliations of the consolidated statements of financial position as at April 1, 2010 and March 31, 2011 and the consolidated statements of operations and comprehensive loss and cash flows for the year ended March 31, 2011.
  Basis of presentation
  These consolidated financial statements are expressed in Canadian dollars, the Company’s functional currency, and have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value.  In addition, these consolidated financial statements have been prepared using the accrual basis of accounting.  The accounting policies set out in Note 3 have been applied consistently to all years presented in these consolidated financial statements as if the policies have always been in effect, subject to certain IFRS transition elections described in Note 17.
  Approval of the consolidated financial statements
  These consolidated financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on June 26, 2012.
  96
 LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
  2.            BASIS OF PRESENTATION AND FIRST TIME ADOPTION OF IFRS (Continued)
 
 Foreign currency transactions
  Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each financial position reporting date, monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at the date of the consolidated statement of financial position.  Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.
 
 Significant accounting judgements and estimates
  The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period.  Actual outcomes could differ from these estimates under different assumptions and conditions.
  Significant assumptions about the future and other sources of estimated uncertainty that management has made at the consolidated statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
  ·
the recoverability of amounts receivable;
 ·
the carrying value and recoverable amount of exploration and evaluation assets;
 ·
the recoverability and estimated useful lives of property and equipment;
 ·
the recognition and measurement of deferred tax assets and liabilities;
 ·
the provisions including the estimated reclamation provisions and environmental obligations;
 ·
the determination of the assumptions used in the calculation of share-based payments; and
 ·
the allocation of proceeds for unit offerings between share capital and warrants.
 
 3.            SIGNIFICANT ACCOUNTING POLICIES
  Basis of consolidation
  The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
 
 Jurisdiction

Nature of OperationsValley High Ventures Ltd. (“VHV”)

British Columbia; Canada

Holding CompanyCitrine Investment Holdings Limited

British Virgin Islands

Holding CompanyMinera Titan S.A. de C.V

Mexico

Exploration CompanyAphrodite Asset Holdings Ltd

British Virgin Islands

Holding CompanyTurney Assets Limited

British Virgin Islands

Holding CompanyMineral El Camino S.A. de C.V.

Mexico

Holding CompanyAdministracion de ProjectosLevon en Mexico S.A. de C.V.

Mexico

Mexican operations administration
  Intercompany balances and transactions, including unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.
 
 97
 
 LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 3.            SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Financial instruments
  All financial assets are initially recorded at fair value and classified into one of four categories: held-to-maturity, available-for-sale, loans and receivables or fair value through profit or loss (“FVTPL”). All financial liabilities are initially recorded at fair value and classified as either FVTPL or other financial liabilities. Financial instruments comprise cash and cash equivalents, investments, due from related parties, due to related parties and accounts payable. At initial recognition management has classified financial assets and liabilities as follows.
  The Company has classified its cash and cash equivalents as FVTPL.  Certain investments are classified as available-for-sale and changes in fair value is recorded through other comprehensive income. Certain investments are classified as held-to-maturity, which is measured at amortized cost using the effective interest method. Amounts due from related parties are classified as loans and receivables. Accounts payable and amounts due to related parties are classified as other liabilities.
  Cash and cash equivalents
  Cash and cash equivalents comprises cash, bank deposits, cashable guaranteed investment certificates (“GIC”) and short-term investments that are readily converted to known amounts of cash with original maturities of three months or less.
 
 Exploration and evaluation assets
  The Company is in the exploration stage with respect to its mineral properties.  The Company capitalizes all costs relating to the acquisition of mineral claims, and expenses all costs relating to the exploration and evaluation of mineral claims.
  All exploration and evaluation expenditures are expensed until properties are determined to contain economically viable reserves.  When economically viable reserves have been determined, technical feasibility has been determined and the decision to proceed with development has been approved, the subsequent costs incurred for the development of that project will be capitalized as mining properties, a component of property, plant and equipment.
  All capitalized exploration and evaluation assets are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that an exploration expenditure and evaluation assets are not expected to be recovered, they are charged to operations.
  Property and equipment
  Property and equipment are recorded at historical cost less accumulated depreciation. Historical costs include expenditures that are directly attributable to bringing the asset to a location and condition necessary to operate in a manner intended by management. Such costs are accumulated as construction-in-progress until the asset is available for use, at which point the asset is classified as plant and equipment. Once commercial production has commenced, mine, mill, machinery, plant facilities and certain equipment will be depreciated using the units of production method, if sufficient reserve information is available or the straight-line method over their estimated useful lives, not to exceed the life of the
mine to which the assets related.
 
 Depreciation is calculated on a declining-balance basis at the following annual rates:
 
 Computer equipment
30%Furniture and equipment
20%Vehicles
30%Machinery equipment
30%
 98
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Impairment
  At each reporting date, the carrying amounts of the Company’s long-lived assets are reviewed to determine whether there is any indication that those assets are impaired.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.  Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
  An asset’s recoverable amount is the higher of fair value less costs to sell and value in use.  Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and
the impairment loss is recognized in profit or loss for the period.
  Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognized immediately in profit or loss.
  Provisions
  Provisions are recognized where a legal or constructive obligation has been incurred as a result of past events; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. If material, provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The increase in any provision due to the passage of time is recognized as accretion expense.
  Reclamation provision
  The Company records the present value of estimated costs of legal and constructive obligations required to restore mineral properties in the period in which the obligation is incurred. The nature of these restoration activities includes dismantling and removing structures, rehabilitating mines and restoration, reclamation and re-vegetation of affected areas.
  The fair value of the liability for a rehabilitation provision is recorded when it is incurred. When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the carrying amount of the related exploration and evaluation assets. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability, which is accreted over time through periodic charges to profit or loss. Additional disturbances or changes in rehabilitation costs will be recognized as additions or charges to the corresponding assets and rehabilitation liability when they
occur.
  Accounting for equity units
  Proceeds received on the issuance of units, consisting of common shares and warrants, are allocated based on their relative fair values, calculated using the Black-Scholes option pricing model for warrants and the market price for common shares.
 
 99
 
 LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
  3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Share-based payments
  The share option plan allows Company directors, employees and consultants to acquire shares of the Company.  The fair value of options granted is recognized as a share-based payments expense with a corresponding increase in equity.  An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.
  The fair value of employee options is measured at the option’s grant date, and the fair value of non-employee options is measured at the date or over the period during which goods or services are received. The fair value of each tranche of options granted, which do not vest immediately on grant, is recognized using the graded vesting method over the period during which the options vest.  The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted.  At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that
are expected to vest.
  Share-based payments is credited to the reserve for options. If the options are later exercised, their fair value is transferred from the reserve to share capital. If the options expire unexercised or are forfeited or cancelled subsequent to vesting, the initial fair value is transferred from the reserve to deficit.
  Loss per share
  The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of shares outstanding during the period.  Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of shares outstanding for the effects of all dilutive potential common shares.  In the Company's case, diluted loss per share is the same as basic loss per share, as the effects of including all outstanding options and warrants would be anti-dilutive.
 
 Income taxes
  Income tax on the profit or loss for the years presented comprises current and deferred tax.  Income tax is recognized in profit or loss, except to the extent that it relates to items recognized directly in equity, in which case it is recognized as equity.
  Deferred tax is provided using the statement of financial position asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.  The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.
  A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.  To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced.
  New accounting standards and interpretations not yet adopted
  Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or the International Financial Reporting Interpretations Committee (“IFRIC”) that are mandatory for accounting periods beginning after April 1, 2012, or later periods. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.
 100
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 New accounting standards effective April 1, 2012
 
 Amendments to IFRS 7Financial Instruments: Disclosures -In October 2010, the IASB issued amendments to IFRS 7 that improve the disclosure requirements in relation to transferred financial assets. The amendments are effective for annual periods beginning on or after July 1, 2011, with early adoption permitted. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements.
 
 IAS 12Income Taxes-In December 2010, the IASB issued an amendment to IAS 12 that provides a practical solution to determining the recovery of investment properties as it relates to the accounting for deferred income taxes. This amendment is effective for annual periods beginning on or after July 1, 2011, with early adoption permitted. The Company does not anticipate this amendment to have a significant impact on its consolidated financial statements.
 
 New accounting standards effective April 1, 2013
  IFRS 11Joint Arrangements - IFRS 11 requires a venturer to classify its interest in a joint arrangement as a joint venture or joint operation. Joint ventures will be accounted for using the equity method of accounting whereas for a joint operation the venturer will recognize its share of the assets, liabilities, revenue and expenses of the joint operation. Under existing IFRS, entities have the choice to proportionately consolidate or equity account for interests in joint ventures. IFRS 11 supersedes IAS 31 Interests in Joint
Ventures and SIC-13 Jointly Controlled Entities - Non-monetary Contributions by Venturers.
  IFRS 13Fair Value Measurement-IFRS 13 is a comprehensive standard for fair value measurement and disclosure requirements for use across all IFRS standards. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. It also establishes disclosures about fair value measurement. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measurements and in many cases
does not reflect a clear measurement basis or consistent disclosures.
 
 Amendments to IAS 1Presentation of Financial Statements - The IASB has amended IAS 1 to require entities to separate items presented in other comprehensive income (“OCI”) into two groups, based on whether or not items may be reclassified into profit or loss in the future. Entities that choose to present OCI items before tax will be required to show the amount of tax related to the two groups separately.
 
 IFRIC 20Stripping Costs in the Production Phase of a Surface Mine - IFRIC 20 addresses the accounting for overburden waste removal (stripping) costs in the production phase of a surface mine. Stripping activity may result in two types of benefits: i) inventory produced and ii) improved access to ore that will be mined in the future. Stripping costs associated with inventory production should be accounted for as a current production cost in accordance with IAS 2 Inventories, and those associated with improved access to ore
should be accounted for as an addition to, or enhancement of, an existing asset.
  101
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Amendments to other standards-In addition, there have been other amendments to existing standards, including IAS 27 SeparateFinancial Statementsand IAS 28 Investments in Associates and Joint Ventures. IAS 27 addresses accounting for subsidiaries, jointly controlled entities and associates in non-consolidated financial statements. IAS 28 has been amended to include joint ventures in its scope and to address the changes in IFRS 10 to IFRS 13.
 
 Each of the new standards, IFRS 10 to 13, IFRIC 20 and the amendments to other standards, is effective for the Company beginning on April 1, 2013 with early adoption permitted. The Company has not yet begun the process of assessing the impact that the new standards will have on its consolidated financial statements or whether to early-adopt any of the new requirements.
 
 New accounting standards effective April 1, 2015
 
 IFRS 9Financial Instruments-IFRS 9 was issued in November 2009 and contained requirements for financial assets. This standard addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: amortized cost and FVTPL. IFRS 9 also replaces the models for measuring equity instruments and such instruments are either recognized at the FVTPL or at fair value through other comprehensive income. Where such equity instruments are measured at fair
value through other comprehensive income, dividends are recognized in profit or loss to the extent not clearly representing a return of investment; however, others gains and losses (including impairments) associated with such instruments remain in accumulated other comprehensive income indefinitely.
 
 Requirements for financial liabilities were added in October 2010 and they largely carried forward existing requirements in IAS 39 Financial Instruments – Recognition and Measurement, except that fair value changes due to credit risk for liabilities designated at FVTPL would generally be recorded in OCI.
 
 IFRS 9 is effective for the Company beginning on April 1, 2015 with early adoption permitted. The Company has not yet begun the process of assessing the impact that the new and amended standards will have on its consolidated financial statements or whether to early-adopt any of the new requirements.
 
 4. ACQUISITION
 
 On March 25, 2011, the Company acquired all the shares of VHV pursuant to a court-approved plan of arrangement (the “Arrangement”) providing the Company with 100% ownership in the Cordero Property.
  Under the terms of the Arrangement, each former VHV shareholder received 1.0 share of the Company and 0.125 of a share of a new exploration company, Bearing Resources Ltd. ("Bearing"), for each VHV share held. In accordance with their terms, outstanding warrants of VHV were automatically adjusted so that upon exercise, subsequent to completion of the transaction, for each VHV share that would previously have been issued, the warrantholder will receive one common share of the Company,and instead of receiving 0.125 of a Bearing share, the exercise price of the warrant will be reduced by the fair value of 0.125 of a Bearing share.
  102
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
 4.            ACQUISITION (Continued)
  As consideration for the acquisition, a total of 73,322,636 common shares were issued to VHV shareholders at a fair value of $130,514,292 based on the market price of the Company’s common shares on March 25, 2011, and 6,259,550 warrants were issued to replace the old warrants of VHV on a one-to-one basis at a fair value of $6,599,565 based on the Black-Scholes option pricing model.  This transaction has been accounted for as an acquisition of assets. The excess of the consideration given over the fair value of the assets and liabilities acquired has been allocated to exploration and evaluation assets.The allocation of the consideration given and net assetsacquired of this transaction are
summarized as follows:
  Fair value of common shares issued

$
130,514,292Fair value of replacement warrants


6,599,565Transaction costs


1,967,388Settlement of pre-existing relationship


(6,945,792
)Total consideration

$
132,135,453Cash

$
7,146,156Amounts receivable


407,272Prepaid expenses


12,800Exploration and evaluation assets


124,614,581Accounts payable and accrued liabilities


(45,356
)Net assets acquired

$
132,135,453
 
 5.            INVESTMENTS
 
 At March 31, 2012, the Company held investments as follows:
 
 Quantity


Cost


Accumulated Unrealized Gains (Losses)


Fair ValueAvailable-for-saleMill Bay Ventures Inc.


34,897


$
27,918


$
(25,126
)

$
2,792Avino Silver & Gold Mines Ltd.


2,200



1,554



3,363



4,917Omega Equities Corp. (at nominal value)


57,000



1



-



1$
29,473


$
(21,763
)

$
7,710Held-to-maturityT-Bill – 4.50% interest


197,500


$
20,441,902


$
36,646
*


20,478,548$
20,486,258
 
 * Accrued interest
 
 103
 
 LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 5.            INVESTMENTS (Continued)
 
 At March 31, 2011, the Company held investments as follows:
 
 Quantity


Cost


Accumulated Unrealized Gains (Losses)


Fair ValueAvailable-for-saleMill Bay Ventures Inc.


34,897


$
27,918


$
(18,495
)

$
9,423Avino Silver & Gold Mines Ltd.


2,200



1,554



12,348



13,902Omega Equities Corp. (at nominal value)


57,000



1



-



1$
29,473


$
(6,147
)

$
23,326
 
 At April 1, 2010, the Company held investments as follows:
 
 Quantity


Cost


Accumulated Unrealized Gains (Losses)


Fair ValueAvailable-for-saleMill Bay Ventures Inc.


348,978


$
27,918


$
(6,979
)

$
20,939Avino Silver & Gold Mines Ltd.


2,200



1,554



1,386



2,940Omega Equities Corp. (at nominal value)


57,000



1



-



1$
29,473


$
(5,593
)

$
23,880
 
 Avino Silver & Gold Mines Ltd. and Mill Bay Ventures Inc. have common directors with the Company.  During the year ended March 31, 2011, Mill Bay Ventures Inc. had a 10:1 share consolidation.
 
 6.            RECLAMATION DEPOSITS
 
 The Company has pledged specified term deposits as security for reclamation permits, as required by certain government agencies.The Company has a varying number of deposits on hand ranging from $1,000 to $6,000 with maturity dates ranging from July 27, 2012 to November 1, 2013 and interest rates ranging from 0.70% to 0.75%.
 
 7.            EXPLORATION AND EVALUATION ASSETS
 
 The Company hascapitlized the following acquisition expenditures:
 
 Cordero SansonBalance, April 1, 2010

$
105,380Costs incurred during the year  (Note 4)


124,614,581Balance, March 31, 2011


124,719,961Costs recovered during the year


(160,000
)Balance, March 31, 2012

$
124,559,961
  104
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
 7.            EXPLORATION AND EVALUATION ASSETS (Continued)
  The Company incurred the following exploration expenditures, which were expensed in the consolidated statement of operations for the year ended March 31, 2012:
  Cordero

Sanson(Note 7(c))Assays

$
1,595,134Drilling and exploration


4,260,933General supplies and services


591,319Geological and management services


4,345,333$
10,792,719
 
 The Company incurred the following exploration expenditures, which were expensed in the consolidated statement of operations for the year ended March 31, 2011:
 
 Congress


Cordero Sanson


Total(Note 7(a))


(Note 7(c))Assays

$
2,373


$
530,935


$
533,308Assessment, permits and filing fees


-



273,894



273,894Drilling and exploration


-



5,877,712



5,877,712General supplies and services


-



126,671



126,671Geological and management services


-



829,876



829,876Balance, March 31, 2011

$
2,373


$
7,639,088


$
7,641,461
  (a)
Congress claims
  The Company owns a 50% leasehold interest in 45 claims in the Lillooet Mining Division, British Columbia.
  The Congress claims are subject to a Joint Venture Agreement dated February 25,1983 between the Company and Veronex Resources Ltd. (“Veronex”). Veronex has earned a 50% net interest in the claims, net of a 5% net smelter royalty (“NSR”) held by the Company, by expending $1,000,000 in a prior year. All subsequent expenditures are to be contributed equally by the Company and Veronex. The Company is looking to reacquire Veronex’s interest in the claims, as Veronex had transferred its interest to another company against the terms of the original agreement and had not complied with other terms of agreement.
  (b)
Gold Bridge claims (BRX Project)
  The Company owns a 50% interest in 74 mineral claims in the Gold Bridge area, Lillooet Mining Division, British Columbia. The claims remain in good standing until December 2014.
  105
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
  7.
EXPLORATION AND EVALUATION ASSETS (Continued)
 
 (c)
Cordero Sanson
  The Cordero Sanson Property (“Cordero”) is located near Hidalgo Del Parral, Chihuahua, Mexico. The Cordero mining claims are comprised of claims wholly-owned by VHV by agreement with long-standing ranch families and small local mining companies, and certain other claims that were staked by the Company.
 
 During the year ended March 31, 2011, the Company acquired 100% ownership of the property by way of the acquisition of VHV (Note 4).
 
 (d)
Other claims include the Eagle Ruf and Norma Sass and Wayside as described below:
  (i)
Eagle claims



The Company holds a 50% interest in 26 lode mining claims located in Lander County, Nevada. The claims are subject to a 3% NSR.
  (ii)
Ruf and Norma Sass properties



In 2003, the Company acquired from Coral Resource Inc. (“Coral”), a public company with common directors and management, an undivided one-third interest in 54 mineral claims known as the Ruf and Norma Sass properties located in Lander County, Nevada.



A third party holds a 3% NSR on the production from certain of the claims, up to a limit of US$1,250,000.
  (iii)
Wayside claims



The Company owns 24 mineral claims in the Lillooet Mining Division, British Columbia.
  Realization of assets
  The investment in and expenditures on exploration and evaluation assets comprise a significant portion of the Company’s assets. Realization of the Company’s investment in these assets is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal.
 
 Mineral exploration and development is highly speculative and involves inherent risks.  While the rewards if an ore body is discovered can be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that current exploration programs will result in the discovery of economically viable quantities of ore.
 
 Title to exploration and evaluation assets
  Although the Company has taken steps to verify title to exploration and evaluation assets in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title.  Property title may be subject to unregistered prior agreements or transfers and title may be affected by an undetected defect.
  106
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 7.
EXPLORATION AND EVALUATION ASSETS (Continued)
 
 Environmental
 
 Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of exploration and development on the mineral properties, the potential for production on the property may be diminished or negated.
 
 The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest.  The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation.  The Company is not aware of any existing environmental problems related to any of its current or former properties that may result
in material liability to the Company.
  8.
PROPERTY AND EQUIPMENT
  Computer

equipment


Furniture

and

equipment


Vehicles


Machinery equipment


TOTAL$



$



$



$



$COSTBalance at April 1, 2010


2,256



8,443



-



-



10,699Additions


4,735



-



22,656



-



27,391Balance at March 31, 2011


6,991



8,443



22,656



-



38,090Additions


850



22,072



-



66,315



89,237Balance at March 31, 2012


7,841



30,515



22,656



66,315



127,327ACCUMULATED DEPRECIATIONBalance at April 1, 2010


338



5,837



-



-



6,175Depreciation


1,285



520



3,400



-



5,205Balance at March 31, 2011


1,623



6,357



3,400



-



11,380Depreciation


1,738



2,621



5,777



9,953



20,089Balance at March 31, 2012


3,361



8,978



9,177



9,953



31,469CARRYING AMOUNTSAt April 1, 2010


1,918



2,606



-



-



4,524At March 31, 2011


5,368



2,086



19,256



-



26,710At March 31, 2012


4,480



21,537



13,479



56,362



95,858
 
 Of the depreciation balance of $20,089, $12,211 was expensed as depreciation expense and the remaining balance of $7,878 was expensed as exploration expenditures.
  107
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
 9.            SHARE CAPITAL
 
 Authorized
 
 Unlimited number of common shares without par value
 
 Issued
 
 During the year ended March 31, 2012:
 On May 19, 2011, the Company completed a short-form prospectus financing issuing 20,600,000 common shares at a price of $1.95 per common share for gross proceeds of $40,170,000. The underwriters received a cash commission of 5.0% of the gross proceeds raised through the financing and common share purchase warrants equal to 5.0% of the number of common shares issued under the financing. Total share issuance costs of $3,304,614 were incurred, including cash commission of $2,008,500 and 1,030,000 broker warrants, exercisable at a price of $1.95 until November 19, 2012, valued at $950,766. The fair value of the broker warrants was estimated using the Black-Scholes option pricing model with the following assumptions:
risk-free interest rate of 1.59%, dividend yield of nil, volatility of 83.82% and an expected life of 18 months.
 
 925,000 stock options were exercised for gross proceeds of $366,000. The Company reallocated the fair value of these options previously recorded in the amount of $291,601 from reserve for options to share capital.
 
 13,558,723 warrants were exercised for gross proceeds of $13,697,750. The Company reallocated the fair value of these warrants previously recorded in the amount of $7,801,211 from reserve for warrants to share capital.
 
 766,720 broker warrants were exercised for gross proceeds of $766,720. The Company reallocated the fair value of these warrants previously recorded in the amount of $298,097 from reserve for warrants to share capital.
 
 An additional 4,991 common shares were granted to a former VHV shareholder.  The additional shares were granted to correct and reflect the number of common shares that the former VHV shareholder should have received pursuant to the acquisition as described in Note 4.No fair value was assigned to these common shares on the basis that the fair value of these shares is part of the $130,514,292 fair value as described in Note 4.
 
 During the year ended March 31, 2011:
 
 On August 31, 2010, the Company completed a brokered private placement of 13,334,000 units at a price of $0.75 per unit for gross proceeds of $10,000,500 and a non-brokered private placement of 1,471,353 units at a price of $0.75 per unit for gross proceeds of $1,103,515. Each unit consisted of one common share and one-half of one common share purchase warrant. One whole warrant is exercisable into one additional common share at a price of $1.20 until February 29, 2012. The proceeds of the privateplacement have been allocated using the relative fair value method resulting in $9,065,037 recorded as share capital and $2,038,978 as reserve for warrants. The fair value of the warrants were valued using the
Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.23%, dividend yield of nil, volatility of 106.80% and an expected life of 18 months. Total share issuance costs of $1,052,149 were incurred for the private placement, including cash commission of $525,026 and 1,066,720broker warrants, exercisable at a price of $1.00 until August 31, 2011, valued at $414,736. The fair value of the broker warrants werevalued using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.23%, dividend yield of nil, volatility of 96.65% and an expected life of one year.
  108
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
 9.            SHARE CAPITAL (Continued)
 
 Issued (continued)
 
 8,958,484 warrants were exercised for gross proceeds of $3,723,824. The Company reallocated the fair value of these warrants previously recorded in the amount of $1,011,740 from reserve for warrants to share capital.
 
 An amount of 265,000 stock options were exercised for gross proceeds of $138,750.The Company reallocated the fair value of these options previously recorded in the amount of $101,058 fromreserve for options to share capital.
 
 Share purchase warrants
 
 For the years ended March 31, 2012 and 2011, share purchase warrant activity is summarized as follows:
 
 Underlying

Shares


Weighted Average Exercise PriceBalance, April 1, 2010


8,698,484


$
0.35Issued


8,469,393


$
1.17Issued on acquisition of VHV


6,259,550


$
0.78Exercised


(8,958,484
)

$
0.42Expired


(55,000
)

$
0.35Balance, March 31, 2011


14,413,943


$
1.01Issued


1,030,000


$
1.95Exercised


(14,325,443
)

$
1.01Expired


(88,500
)

$
0.69Balance, March 31, 2012


1,030,000


$
1.95
 
 Details of share purchase warrants outstanding as of March 31, 2012 and 2011 are:
 
 Exercise Price


Warrants Outstanding and ExercisableExpiry Date

per Share


March 31, 2012


March 31, 2011June 21, 2011

$
0.51



-



90,000June 21, 2011

$
0.60



-



2,244,750August 31, 2011

$
1.00



-



766,720February 29, 2012

$
1.20



-



7,387,673April 8, 2012

$
0.79



-



844,800April 8, 2012

$
0.92



-



3,080,000November 19, 2012

$
1.95



1,030,000



-1,030,000



14,413,943
  109
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
 9.            SHARE CAPITAL (Continued)
 
 Stock options
  The Company established a stock option plan in 2004 under which it may grant stock options totaling in aggregate up to 10% of the Company’s total number of shares issued and outstanding on a non-diluted basis.  The stock option plan provides for the granting of stock options to employees and persons providing investor relations or consulting services up to a limit of 5% and 2%, respectively, of the Company’s total number of issued and outstanding shares per year.  The stock options are fully vested on the date of grant, except those issued to persons providing investor relations services, which vest over a period of one year.  The option price must be greater than or
equal to the discounted market price on the grant date and the option expiry date cannot exceed five years from the grant date.
 
 For the years ended March 31, 2012 and 2011, stock option activity is summarized as follows:
 
 Underlying

Shares


Weighted Average Exercised PriceStock options outstanding, April 1, 2010


1,900,000


$
0.38Granted


13,465,000


$
1.40Exercised


(265,000
)

$
0.52Expired


(225,000
)

$
0.49Stock options outstanding, March 31, 2011


14,875,000


$
1.30Granted


675,000


$
1.50Exercised


(925,000
)

$
0.40Expired


(660,000
)

$
0.95Stock options outstanding, March 31, 2012


13,965,000


$
1.38
  110
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
 9.            SHARE CAPITAL (Continued)
 
 A summary of stock options outstanding and exercisable as at March 31, 2012 and 2011 is as follows:
  Stock Options Outstanding


Stock Options ExercisableExpiry Date

Exercise Price


March 31, 2012


March 31, 2011


March 31, 2012


March 31, 2011April 25, 2011

$
0.21



-



350,000



-



350,000October 2, 2011

$
0.10



-



150,000



-



150,000November 15, 2011

$
1.35



-



50,000



-



18,750November 15, 2011

$
1.50



-



50,000



-



18,750November 15, 2011

$
2.00



-



50,000



-



18,750March 15, 2012

$
0.70



-



235,000



-



235,000May 1, 2012

$
0.85



-



100,000



-



91,667May 1, 2012

$
1.25



-



100,000



-



91,667June 14, 2012

$
0.85



100,000



100,000



100,000



79,167June 14, 2012

$
1.25



100,000



100,000



100,000



79,167September 14, 2012

$
0.35



100,000



150,000



100,000



150,000September 14, 2012

$
0.50



-



50,000



-



50,000October 3, 2013

$
1.50



200,000



-



50,000



-November 15, 2013

$
1.25



500,000



500,000



500,000



187,500November 21, 2013

$
1.50



250,000



-



62,500



-April 28, 2014

$
0.25



325,000



325,000



325,000



325,000January 28, 2015

$
0.70



200,000



200,000



200,000



200,000July 20, 2015

$
0.65



400,000



700,000



400,000



700,000September 3, 2015

$
1.00



3,450,000



3,450,000



3,450,000



3,450,000March 25, 2016

$
1.65



8,115,000



8,215,000



8,115,000



8,215,000October 3, 2016

$
1.50



225,000



-



56,250



-13,965,000



14,875,000



13,458,750



14,410,418
 
 10.          SHARE-BASED PAYMENTS
 
 During the year ended March 31, 2012, the Company granted 675,000 stock options exercisable at $1.50 ranging from two to five years to consultants of the Company.
 
 During the year ended March 31, 2011, the Company granted 13,465,000 stock options exercisable at prices ranging from $0.65 to $2.00,ranging from oneto five years, to directors, officers, employees and consultants.
 
 The Company recorded share-based payments of $251,082 (2011 - $15,538,692) on options issued, which vested during the year.
  111
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 10.          SHARE-BASED PAYMENTS (Continued)
 
 Optionpricing requires the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates. The fair value of the options re-valued and granted to officers, directors, consultants and employees was calculated using the Black-Scholes model with following weighted average assumptions:
 
 2012


2011Weighted average assumptions:Fair value at grant date

$
0.54


$
1.18Risk-free interest rate


1.02
%


2.43
%Expected dividend yield


-



-Expected option life (years)


3.00



4.74Expected share price volatility


91.25
%


114.41
%
 
 11.          RELATED PARTY TRANSACTIONS
 
 During the year ended March 31, 2012:
 
 (a)
$326,263 (2011 - $159,267) was charged to the Company for office, occupancy and miscellaneous costs; shareholder relations and promotion; travel; salaries and benefits; and administrative services paid on behalf of the Company by Oniva International Services Corp. (“Oniva”), a private company owned by the Company and five other reporting issuers having common directors.
 
 (b)
$6,291 (2011 - $3,386) was charged to the Company for exploration costs associated with the Company’s mineral properties in the state of Nevada from a public company with common directors.
 
 (c)
$10,000 (2011 - $Nil) was paid for consulting fees to a private company controlled by a former officer of the Company.
 
 The Company takes part in a cost-sharing arrangement to reimburse Oniva for a variable percentage of its overhead expenses, to reimburse 100% of its out-of-pocket expenses incurred on behalf of the Company, and to pay a percentage fee based on the total overhead and corporate expenses.  The agreement may be terminated with one month’s notice by either party.
 
 Due from related parties consists of the following:
 
 March 31,

2012


March 31,

2011


April 1,

2010ABC Drilling (i)

$
5,564


$
5,564


$
5,564Frobisher Securities Inc. (i)


-



504



-Stone’s Throw Capital (ii)


-



-



42,947$
5,564


$
6,068


$
48,511
  112
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
 11.          RELATED PARTY TRANSACTIONS (Continued)
 
 Due to related parties consists of the following:
  March 31,

2012


March 31,

2011


April 1,

2010Chevillion Exploration.(ii)

$
225,147


$
135,930


$
57,698Coral Gold Resources Ltd. (iii)


27,926



57,901



56,788Oniva(i)


66,646



34,184



24,426$
319,719


$
228,015


$
138,912
 
 (i)
Oniva, ABC Drilling and Frobisher Securities Inc. are private companies related by way of common management and directors.
 
 (ii)
Chevillion Exploration and Stone’s Throw Capital are private companies controlled by a director and officer of the Company.
 
 (iii)
Coral Gold Resources Ltd. is a public company related by way of common directors.
 
 Accounts payable includes $13,063 (2011 - $6,773) owed to a public company related by way of common directors and $52,606 (2011 - $20,145) owed to a private company related by way of common management and directors.Accrued liabilities includes $139,500 (2011 - $Nil) owed to a private company controlled by a director and officer of the Company.
 
 Related party transactions are measured at the estimated fair values of the services provided or goods received.
 
 Management transactions
 
 The Company has identified its directors and certain senior officers as its key management personnel. The compensation costs for key management personnel for the years ended March 31, 2012 and 2011 are as follows:
 
 March 31, 2012


March 31 , 2011Salaries and benefits

$
56,262


$
47,450Consulting and management fees


1,225,176



626,063Share-based payments


-



13,430,456$
1,281,438


$
14,103,969
 
 12.          SEGMENTED INFORMATION
 
 The Company operates in one reportable operating segment, being the acquisition, exploration and development of mineral properties.
 
 The Company has non-current assets, excluding financial instruments, in the following geographic locations:
 
 March 31,

2012


March 31,

2011Canada

$
128,487


$
59,339Mexico


124,559,961



124,719,961$
124,688,448


$
124,779,300
  113
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
 13.          COMMITMENTS
  The Company has entered into consulting agreements expiring in 2014.  The Company’s commitment for futureminimum payments in respect of these agreements is as follows:
  March 31,

2012


March 31,

2011Not later than 1 year

$
129,765


$
15,435Later than one year and no later than 5 years


1,005,161



43,941$
1,134,926


$
59,376
 
 14.          INCOME TAXES
 
 A reconciliation of income tax recovery computed at the Canadian statutory rate of 26.13% (2011 – 28.0%) to income tax recovery (expense) for the years ended March 31 is as follows:
 
 2012


2011Expected income tax recovery

$
3,429,520


$
6,899,788Non-deductible expenses and other


(53,906
)


(1,000
)Changes in timing differences


440,840



(192,142
)Share-based payments


(65,608
)


(4,350,834
)Adjustments due to effective tax rate attributable to income taxes in other countries


284,133



126,736Changes in income tax rates


(220,677
)


(217,541
)Changes in unrecognized benefits


(3,814,302
)


(2,265,007
)Income tax recovery (expense)

$
-


$
-
 
 The components of the deferred tax assets (liabilities), after applying enacted Canadian rates of 25% (2011 - 25%) and enacted Mexico rates of 28% (2011 - 28%), are as follows:
 
 2012


2011Deferred tax assetsNon-capital loss carry-forwards

$
4,581


$
-Net deferred tax asset


4,581



-Deferred tax liabilityInvestment securities


(4,581
)


-Net deferred tax liability

$
-


$
-
  114
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
 14.          INCOME TAXES (Continued)
 
 As at March 31, 2012 and 2011, no deferred tax assets are recognized on the following temporary differences, as it is not probable that sufficient future taxable profit will be available to realize such assets:
 
 2012


2011Non-capital loss carry-forwards

$
31,120,491


$
17,717,076Exploration and evaluation assets


9,257,756



9,020,984Share issue costs


2,681,008



1,091,881Other


3,902,278



3,874,386Unrecognized deductible temporary differences

$
46,961,533


$
31,704,327
 
 At March 31, 2012, the Company had, for Canadian tax purposes, non-capital losses aggregating approximately $11,332,000. These losses are available to reduce taxable income earned by the Canadian operations of future years and expire as follows:
 
 2014

$
174,0002015


166,0002016


257,0002027


338,0002028


526,0002029


296,0002030


620,0002031


2,884,0002032


6,071,000$
11,332,000
 
 15.          FINANCIAL INSTRUMENTS
 
 The carrying amounts of amounts receivable (excluding HST and IVA, being Mexican value added tax) and accounts payable are a reasonable estimate of their fair values due to their short term to maturity.  Cash equivalents comprise cashable GICs with a maturity of one year or less and interest rates that range from 1.07% to 1.20%.Investment securities are accounted for at fair value based on quoted market prices. The carrying amount of reclamation deposits approximate their fair value as the stated rates approximate the market rate of interest.
 
 The Company’s financial instruments are exposed to certain financial risks: credit risk, liquidity risk and market risk.
  115
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 15.          FINANCIAL INSTRUMENTS (Continued)
  (a)   Credit risk
 
 
 Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk.
 
 The Company manages credit risk, in respect of cash, by maintaining the majority of cash and cash equivalents at high credit rated Canadian financial institutions.  Concentration of credit risk exists with respect to the Company’s cash and reclamation deposits as the majority of the amounts are held with a Canadian and a Mexican financial institution. The Company’s concentration of credit risk, and maximum exposure thereto, is as follows:
 
 March 31,

2012


March 31,

2011Cash and cash equivalents held at major financial institutionsCanada

$
37,561,695


$
19,222,255Mexico


11,746



628,50237,573,441



19,850,757Reclamation deposits held at major financial institutionCanada


32,629



32,629Total

$
37,606,070


$
19,883,386
  (b)   Liquidity risk
 
 
 Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due.
 
 The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities.  The Company has cash and cash equivalents at March 31, 2012 in the amount of $37,573,441 (2011 - $19,850,757) in order to meet short-term business requirements. At March 31, 2012, the Company had current liabilities of $708,372 (2011 - $861,595). Accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms. Advances payable to related parties are without interest or stated terms of repayment.
  (c)   Market risk
 
 
 Market risk consists of interest rate risk and foreign currency risk. The Company is exposed to interest rate risk and foreign currency risk.
 
 Interest rate risk
 
 Interest rate risk consists of two components:
 
 (i)
To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.
 (ii)
To the extent that changes in prevailing market rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.
  116
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 
 15.          FINANCIAL INSTRUMENTS (Continued)
  (c)   Market risk (continued)
 
 
 Interest rate risk (continued)
 
 The Company’s cash and cash equivalents consist of cash held in bank accounts, fixed income investments and GICs that earn interest at variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on estimated fair values as of March 31, 2012.  Future cash flows from interest income on cash will be affected by interest rate fluctuations.  The Company manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity.
 
 Foreign currency risk
 
 Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities are denominated in foreign currency.
 
 The Company is exposed to foreign currency fluctuation related to its exploration and evaluation assets thereon, and accounts payable in US dollar balances and Mexican pesos (“MXN”). A significant change in the exchange rate between the Canadian dollar relative to the US dollar or Mexican peso could have an effect on the Company’s financial position, results of operations and cash flows, as follows:
  March 31, 2012


March 31, 2011MXN


USD


MXN


USDCash and cash equivalents


463,406



12,479,052



698,949



1,468,309Amounts receivable


27,685,730



-



1,095,963



-Accounts payable and accrued liabilities


(434,875
)


-



(305,298
)


(2,699
)Amounts due to related parties


-



(228,719
)


-



(184,273
)Net exposure


27,714,261



12,250,333



1,489,614



1,281,337Canadian dollar equivalent

$
2,161,158


$
12,239,808


$
121,463


$
1,242,384
 
 Based on the net US dollar denominated asset and liability exposures as at March 31, 2012, a 3% (2011 - 3%) fluctuation in the Canadian/US exchange rates will impact the Company’s earnings by approximately $367,000 (2011 - $221,000).
 
 Based on the net Mexican peso denominated asset and liability exposures as at March 31, 2012, a 3% (2011 - 5%) fluctuation in the Canadian/MXN exchange rates will impact the Company’s earnings by approximately $65,000 (2011 - $6,000).
  (d)   Other price risk
 
  Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is exposed to other price risk with respect to its investment securities as they are carried at fair value based on quoted market prices, which is immaterial.
 
 The Company’s ability to raise capital to fund mineral resource exploration is subject to risks associated with fluctuations in mineral resource prices. Management closely monitors commodity prices, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
  117
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
  15.          FINANCIAL INSTRUMENTS (Continued)
 
 (e)  Classification of financial instruments
  IFRS 7 Financial Instruments: Disclosuresestablishes a fair value hierarchy that prioritizes the input to valuation techniques used to measure fair value as follows:
 
 Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
 Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
 Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
 
 The following table sets forth the Company’s financial assets measured at fair value by level within the fair value hierarchy as at March 31, 2012.
 
 Level 1


Level 2


Level 3Investments

$
20,486,258


$
-


$
-
 
 16.          CAPITAL MANAGEMENT
 
 The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. In the management of capital, the Company includes the components of shareholders’ equity.
 
 The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or reduce expenditures. Management reviews the capital structure on a regular basis to ensure that objectives are met.
 
 There have been no changes to the Company’s approach to capital management during the year ended March 31, 2012. The Company is not subject to external restrictions on its capital.
 
 17.          FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
 
 As stated in Note 2, these are the Company’s first consolidated financial statements prepared in accordance with IFRS.
  The accounting policies in Note 3 have been applied in preparing the consolidated financial statements for the year ended March 31, 2012, the comparative information for the year ended March 31 2011, the consolidated statement of financial position as at March 31, 2011 and the opening consolidated statement of financial position on the transition date, April 1, 2010, subject to IFRS 1 exemptions.
  In preparing its opening IFRS consolidated statement of financial position and comparative information for the consolidated financial statements as at and for the year ended March 31, 2011, the Company has adjusted amounts previously reported in accordance with Canadian GAAP.
  An explanation of how the transition from previous Canadian GAAP to IFRS has affected the Company’s financial position, financial performance and cash flows is described below.
  The guidance for the first time adoption of IFRS is set out in IFRS 1. Under IFRS 1, IFRS is applied retrospectively at the transition date with all adjustments to assets and liabilities, as stated under Canadian GAAP charged to deficit, unless certain exemptions are applied. The Company has applied the following exemptions to its opening consolidated statement of financial position dated April 1, 2010:
  118
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
  17.
FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (Continued)
 
 (a)   Business combinations
 
 The Company has elected to not apply IFRS 3 Business Combinations retrospectively to business combinations that occurred before the transition date.
 
 (b)   Share-based payments
 
 IFRS 1 encourages, but does not require, first-time adopters to apply IFRS 2 Share-based Paymentto equity instruments that were granted on or before November 7, 2002, or equity instruments that were granted subsequent to November 7, 2002 and vested before the later of the date of transition to IFRS and January 1, 2005. The Company has elected not to apply IFRS 2 to awards that vested prior to April 1, 2010.
 (c) Compound financial instruments
 
 
 The Company has elected not to retrospectively separate the liability and equitycomponents of any compound instruments for which the liability component is no longer outstanding at the transition date.
 
 IFRS 1 also outlines specific guidelines that a first-time adopter must adhere to under certain circumstances. The Company has applied the following guidelines to its consolidated statement of financial position dated April 1, 2010:
 
 (d)   Estimates
 
 In accordance with IFRS 1, an entity’s estimates under IFRS at the date of transition to IFRS must be consistent with estimates made for the same date under previous Canadian GAAP, unless there is objective evidence that those estimates were in error. The Company’s IFRS estimates as of April 1, 2010 are consistent with its Canadian GAAP estimates for the same date.
 
 IFRS employs a conceptual framework that is similar to Canadian GAAP. However, some differences exist in certain matters of recognition, measurement and disclosure. While adoption of IFRS has not changed the Company’s actual cash flows, it has resulted in changes to the Company’s reported financial position and financial performance. In order to allow the users of the consolidated financial statements to better understand these changes, the Company’s Canadian GAAP consolidated statements of financial position as at April 1, 2010 and March 31, 2011 and consolidated statements of operations and comprehensive loss and cash flows as at and for the year ended March 31, 2011 have been reconciled to
IFRS, with the resulting differences explained below.
 
 Notes on GAAP – IFRS Reconciliations
 
 (a)
IAS 12 prohibits the recognition of a deferred tax liability where a taxable temporary difference arises on a transaction, which is not a business combination, and at the time of the transaction, affects neither accounting profit nor taxable profit or loss. Therefore, the deferred income tax liability previously recognized under GAAP on the acquisition of VHV on March 25, 2011, which was capitalized to exploration and evaluation assets, is reversed to conform to IFRS.
 
 119
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 17.
FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (Continued)
 
 Notes on GAAP – IFRS Reconciliations (continued)
 
 (b)
IFRS 2 requires that, in respect of share-based awards with vesting conditions, each tranche of an award with different vesting dates is considered a separate grant for the calculation of fair value, and the resulting fair value is recognized over the vesting period of the respective tranches. In contrast, the Company recognized share-based payments on stock options granted prior to the transition date on the straight-line method under Canadian GAAP.



In addition, the implementation guidance of IFRS 2 recommends that the fair value of equity instruments issued to non-employees for services provided to the Company, where the fair value of the instruments cannot be directly determined by reference to the fair value of the services provided, should be measured over the period during which the services are rendered. Under Canadian GAAP, the Company measured the fair value of such equity instruments at each vesting and reporting date, rather than over the period of performance.



As noted earlier, the Company has elected to apply the exemption allowed by IFRS 1 with respect to equity instruments issued and vested prior to the transition date. However, several adjustments were required for options not yet fully vested at April 1, 2010 and those options granted during the year ended March 31, 2011, in order to recognize share-based payments arising thereon.
 
 (c)
IAS 1 requires an entity to present, for each component of equity, a reconciliation between the carrying amount at the beginning and end of the period, separately disclosing each change. The Company examined its “contributed surplus” account and concluded that as at the April 1, 2010 transition date and the comparative dates of March 31, 2011, part of the contributed surplus related to the fair value of options issued as share-based awards and part to warrants issued under private placements.



Therefore, atApril1, 2010 the fair value attributable to options and warrants outstanding at that date was transferred from contributed surplus to “Reserve for options” and  “Reserve for warrants”, respectively. The remaining balance of contributed surplus, which reflected the fair value of options and warrants no longer outstanding, was transferred to deficit, as permitted by IFRS 2.
  (d)
IAS 16 requires that depreciation of property, plant and equipment be separately disclosed. Previously, this expense was included within the “office, occupancy and miscellaneous” expense category on the statement of operations. Under IFRS it will now be separately disclosed thereon.
  (e)
On transition to IFRS, the Company elected to change its accounting policy to expensing all exploration expenditures, so as to align itself with policies adopted by other comparable companies at a similar stage of development in the mining industry.
 
  120
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars) 
 
 17.          FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (Continued)
 
 Reconciliation of Consolidated Statements of Financial Position
 April 1, 2010


March 31, 2011Note

Canadian

GAAP


Effect of Transition to IFRS


IFRS


Canadian

GAAP


Effect of Transition to IFRS


IFRSASSETSCurrentCash and cash equivalents


$
2,020,948


$
-


$
2,020,948


$
19,850,757


$
-


$
19,850,757Amounts receivable



5,289



-



5,289



549,748



-



549,748Prepaid expenses



22,823



-



22,823



46,736



-



46,736Investments



23,880



-



23,880



23,326



-



23,3262,072,940



-



2,072,940



20,470,567



-



20,470,567Non-currentDue from related party



48,511



-



48,511



6,068



-



6,068Reclamation deposit



32,629



-



32,629



32,629



-



32,629Exploration and evaluation assets
(a)(e)


3,059,841



(2,954,461
)


105,380



181,332,777



(56,612,816
)


124,719,961Property, plant and equipment



4,524



-



4,524



26,710



-



26,710TOTAL ASSETS


$
5,218,445


$
(2,954,461
)

$
2,263,984


$
201,868,751


$
(56,612,816
)

$
145,255,935
  LIABILITIESCurrentAccounts payable and accrued liabilities


$
69,802


$
-


$
69,802


$
633,580



-


$
633,580Due to related parties



138,912



-



138,912



228,015



-



228,015208,714



-



208,714



861,595



-



861,595Non-currentDeferred income tax liability
(a)


-



-



-



47,273,250



(47,273,250
)


-208,714



-



208,714



48,134,845



(47,273,250
)


861,595SHAREHOLDERS’ EQUITYShare capital
(b)


26,187,285



-



26,187,285



169,682,557



7,280



169,689,837Reserves (contributed surplus)
(b)(c)


1,360,276



(101,126
)


1,259,150



24,912,993



(192,038
)


24,720,955Accumulated other comprehensive loss



(5,593
)


-



(5,593
)


(6,147
)


-



(6,147
)Deficit
(b)(c)(e)


(22,532,237
)


(2,853,335
)


(25,385,572
)


(40,855,497
)


(9,154,808
)


(50,010,305
)TOTAL EQUITY



5,009,731



(2,954,461
)


2,055,270



153,733,906



(9,339,566
)


144,394,340TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY


$
5,218,445


$
(2,954,461
)

$
2,263,984


$
201,868,751


$
(56,612,816
)

$
145,255,935
  121
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 17.          FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (Continued)
  Reconciliation of Consolidated Statement of Operations and Comprehensive Loss
 Year ended March 31, 2011Note

Canadian

GAAP


Effect of

Transition to

IFRS


IFRSExpensesConsulting and management fees


$
620,000


$
-


$
620,000Depreciation
(d)


-



5,205



5,205Exploration
(e)


-



7,623,760



7,623,760Foreign exchange loss



61,002



-



61,002General exploration



17,701



-



17,701Listing and filing fees



67,286



-



67,286Office, occupancy and miscellaneous
(d)


147,332



(5,205
)


142,127Professional fees



271,320



-



271,320Salaries and benefits



106,281



-



106,281Shareholder relations and promotion



114,532



-



114,532Share-based payments
(b)


15,604,956



(66,264
)


15,538,692Travel



116,191



-



116,191Loss before other items and income tax



(17,126,601
)


(7,557,496
)


(24,684,097
)Other ItemsInterest income



41,996



-



41,996Write-down of exploration and evaluation assets
(e)


(1,238,655
)


1,238,655



-NET LOSS



(18,323,260
)


(6,318,841
)


(24,642,101
)Other Comprehensive Income (Loss)Unrealized gain (loss) on investments in related companies



(554
)


-



(554
)TOTAL COMPREHENSIVE LOSS


$
(18,323,814
)

$
(6,318,841
)

$
(24,642,655
)
  122
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars)
 17.          FIRST TIME ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (Continued)
  Reconciliation of Consolidated Statement of Cash Flows
 Year ended March 31, 2011Note

Canadian

GAAP


Effect of

Transition to

IFRS


IFRSCASH PROVIDED BY (USED IN):OPERATING ACTIVITIESNet loss
(b)(e)

$
(18,323,260
)

$
(6,318,841
)

$
(24,642,101
)Adjustments for non-cash items:







-Depreciation



5,205



-



5,205Share-based payments
(b)


15,604,956



(66,264
)


15,538,692Write-down of exploration and evaluation assets
(e)


1,238,655



(1,238,655
)


-Unrealized foreign exchange loss



(166
)


-



(166
)(1,474,610
)


(7,623,760
)


(9,098,370
)Changes in non-cash working capital items:Amounts receivable and prepaid expenses



(148,300
)


-



(148,300
)Accounts payable and accrued liabilities
(e)


518,607



(185
)


518,422Due from related parties



52,872



78,674



131,546(1,051,431
)


(7,545,271
)


(8,596,702
)INVESTING ACTIVITIESExploration and evaluation asset expenditures incurred
(e)


(7,545,271
)


7,545,271



-Purchase of equipment



(27,391
)


-



(27,391
)Cash acquired on acquisition of Valley High Ventures Ltd., net of transaction costs



5,178,768



-



5,178,768Advances from Valley High Ventures Ltd.



6,945,792



-



6,945,7924,551,898



7,545,271



12,097,169FINANCING ACTIVITIESIssue of capital stock for cash, net of issuance costs



14,329,176



-



14,329,17614,329,176



-



14,329,176Effect of exchange rate fluctuations on cash held



166



-



166Increase in cash and cash equivalents



17,829,809



-



17,829,809CASH AND CASH EQUIVALENTS,Beginning



2,020,948



-



2,020,948CASH AND CASH EQUIVALENTS,Ending


$
19,850,757


$
-


$
19,850,757
  123
  LEVON RESOURCES LTD.
 Notes to the Consolidated Financial Statements
 For the years ended March 31, 2012 and 2011
 (Expressed in Canadian Dollars) 18.          SUBSEQUENT EVENTS
 
 The following events occurred subsequent to March 31, 2012:
 
 (a)
The Company granted 250,000 stock options to an employee providing investor relations services. The stock options are exercisable at $1.00 for five years and vest 25% every three months over a twelve-month period.
 
 (b)
The Company granted 600,000 stock options to a director, officer and employee of the Company. The stock options are exercisable at $1.00 for five years and vest 25% every three months over a year.
 
 (c)
325,000 stock options expired unexercised.
 124
  SIGNATURE
  The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
  LEVON RESOURCES LTD.Dated: July 5, 2012
By:
/s/ Ron TremblayRon Tremblay, Chief Executive Officer(Principal Executive Officer)
  125
  Exhibit Index
 
 Exhibit Number

Name1.1

Notice of Articlesof Levon Resources Ltd.1.2

Articles of LevonResources Ltd. *8.1

List of Subsidiaries12.1

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)12.2

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)13.1

Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 135013.2

Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350
 * Previously filed as an exhibit to the Registrant’s annual report on Form 20-F on November 4, 2005