Avion Resources Corp. and Dynamite Resources Ltd. Agree to Business Combination

TORONTO, ONTARIO--(Marketwire - Feb. 9, 2009) -

NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES

Avion Resources Corp. (TSX VENTURE:AVR) ("Avion") and Dynamite Resources Ltd. (TSX VENTURE:DNR) ("Dynamite"), are pleased to announce that they have signed a letter of agreement, dated February 9, 2009 whereby Avion will acquire all of the outstanding common shares of Dynamite in exchange for common shares of Avion (the "Transaction"). As a result of the business combination, Avion, with its near term gold producing Segala mine and experienced operating technical team, will be combined with Dynamite, which has a 40% interest in the Segala mine and a cash position of approximately CAD $11 million. This combination will provide both sets of shareholders with an opportunity to participate in the consolidation of the Tabakoto-Segala gold mine into a single company, with significant organic growth possibilities through exploration, as well as the potential to acquire other African gold assets and companies with production or capable of near-term production capability.

Pursuant to the Transaction, each Dynamite common share will be exchanged for 0.75 of an Avion common share (the "Exchange Ratio"). Based on the closing prices on February 6, 2009 this implies an offer price of $0.15 per Dynamite share or a premium of 15.4% and a premium of 11.9% based on the 20 day volume weighted average trading prices on the TSX Venture Exchange of both Avion and Dynamite. Each outstanding Dynamite convertible security will be exercisable for Avion common shares based on the Exchange Ratio. In addition, prior to the closing of the Transaction, Dynamite will undertake to dispose of all or a portion of its interest in the Mike Lake project and its Kyrgyzstan assets with proceeds of the disposition, up to a deemed realized aggregate value of CAD $2.5 million, for the sole benefit of Dynamite shareholders. Upon completion of the combination, Dynamite shareholders will own approximately 40% of Avion.

The Boards of Directors of both Dynamite and Avion unanimously support the proposed business combination.

Highlights of the Transaction

Upon completion of the Transaction, the combined company will have:

- Approximately CAD $13 million in cash and cash equivalents and will be fully funded to production;

- Full ownership of the Segala and Tabakato Projects in Mali, subject to the Government of Mali's 20% interest;

- An operational 2,100 tonne per day gold mill.

- Projected 2009 production of 66,000 oz of gold from Segala and Tabakoto, which is projected to increase to approximately 90,000 oz of gold per year in 2011;

- Proven management and board of directors with experience in financing, developing and operating mines; and

- Substantial exploration upside.

John Begeman, President and Chief Executive Officer of Avion, commented "We are excited about the proposed transaction, which returns full ownership of the Segala Project to one company and adds significantly to the treasury, which we plan to use to propel the new company toward further opportunities to expand production capacity at the Tabakoto mill and acquire and develop additional assets."

David Argyle, President and Chief Executive Officer of Dynamite, stated, "This merger will provide Dynamite shareholders with further exposure to Avion's near-term gold production from the Segala and Tabakoto projects in Mali, adding an operational dimension to Dynamite beyond its cash and incoming cash flow from Segala. We believe that the combination allows Dynamite's shareholders to participate in a major gold consolidation play and that Avion's team has the ability to identify and acquire other gold production opportunities."

Transaction Details

The Transaction is subject to the execution of a definitive agreement by February 23, 2009, regulatory approvals, court approval (if required) and requisite Dynamite shareholder approval. The Transaction shall also be subject to the receipt of fairness opinions by the Board of Directors of both Avion and Dynamite that the Transaction is fair, from a financial point of view, to their respective shareholders. Canaccord Capital Corporation has been engaged as financial advisor to Avion's Special Committee. Macquarie Capital Markets Canada Ltd. has been engaged as financial advisor to Dynamite. Dynamite has agreed to pay a break fee of C$650,000 to Avion in certain circumstances and has granted Avion the right to match competing offers.

The Board of Directors of Dynamite has appointed a Special Committee of the Board, comprised of independent directors. By recommendation of the Special Committee, the Board of Directors of Dynamite will recommend that Dynamite shareholders vote in favour of the Transaction, subject to the terms and conditions of the letter agreement including the receipt of fairness opinions. The Board of Directors of Avion has also appointed a Special Committee of the Board. By recommendation of the Special Committee, Avion's Board of Directors has agreed to support the Transaction.

The Exchange Ratio was calculated based on the net cash position of Dynamite being approximately CAD $11 million. In the event that upon closing of the transaction, Dynamite's net cash position is less than CAD $11 million, in certain circumstances, the Exchange Ratio shall be adjusted on a pro rata basis to reflect this reduction.

Pursuant to the letter agreement, the directors of Dynamite have agreed to support the Transaction and each of the directors and officers of Dynamite will enter into lock up agreements to vote their shares in favour of the Transaction, subject to certain conditions, including the receipt of a fairness opinion.

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

About Avion

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

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

About Dynamite Resources

Dynamite Resources is a Canadian-based, junior mineral exploration company with three key global projects led by three active exploration teams. Dynamite's projects are located in two highly prospective areas: Mike Lake in the Yukon, Canada - Gold/Copper project located in the mineral rich Tintina Gold Belt; and in the Kyrgyz Republic - Uranium/ Gold properties located in the Tien Shan Mineral Belt near Centerra's Kumtor Gold Mine. The Company's focus is the Mike Lake project as well as its current right to acquire a 40% interest in the Segala Deposit in Mali.

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

Regulatory Footnotes

John Begeman, P. Eng., who is a Qualified Person as defined under National Instrument 43-101, has reviewed the scientific and technical disclosure relating to Avion in this press release.

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and potential disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

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

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

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

Cautionary Note Regarding Forward-Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of each of Avion and Dynamite and its projects, statements regarding exploration prospects, statements regarding synergies and financial impact of the proposed transaction, the terms and conditions of the transaction, the benefits of the proposed transaction, the identification of mineral reserves and resources, costs of and capital for exploration projects, exploration expenditures, timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company (and the company resulting from the successful completion of the proposed transaction) to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; the business of Avion and Dynamite not being integrated successfully or such integration proving more difficult, time consuming or costly than expected; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future mineral prices; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Avion and Dynamite do not undertake to update any forward-looking information, except in accordance with applicable securities laws.

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.