EX-99.2 3 ex99_2.htm MANAGEMENT DISCUSSION AND ANALYSIS Unassociated Document
 
 logo
 MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2009
 
 
The following discussion and analysis of the results of operations and financial position of Levon Resources Ltd. (the "Company" or "Levon") for the year ended March 31, 2009 should be read in conjunction with the March 31, 2009 Audited Financial Statements and the notes thereto.
 
This Management Discussion and Analysis ("MD&A") is dated July 23, 2009 and discloses specified information up to that date. Levon is classified as a "venture issuer" for the purposes of National Instrument 51-102. The Company's financial statements are prepared in accordance with generally accepted accounting principles in Canada. Unless otherwise cited, references to dollar amounts are Canadian dollars.
 
Throughout this report we refer to "Levon", the "Company", "we", "us", "our" or "its". All these terms are used in respect of Levon Resources Ltd. We recommend that readers consult the "Cautionary Statement" on the last page of this report. Additional information relating to the Company is available on SEDAR at www.sedar.com.
 
Business Description
 
Levon is an exploration stage public company listed on the TSX Venture Exchange under the symbol LVN and on the Frankfurt Stock Exchange under the symbol L09. The Company is a reporting issuer in British Columbia, Alberta and Ontario and its international ISIN number is CA 5279011020. The Company's principal business activities are the exploration and development of natural resource properties.
 
At this time, the Company has no operating revenues, and does not anticipate any operating revenues until the Company is able to find, acquire, place in production and operate a mine. Historically, the Company has raised funds through equity financing and the exercise of options and warrants to fund its operations.
 
Overall Performance
 
As at March 31, 2009, the Company had working capital of $231,130 as compared to $96,137 in the prior year. The Company recorded a net loss of $330,822 for the year ended March 31, 2009 as compared to $574,757 for the year ended March 31, 2008. The Company had lower general and administrative expenses for the year ended March 31, 2009, although an increase in general exploration activities. During the fourth quarter, the Company entered into an agreement to earn a 51% interest in the Cordero Sanson Property in Mexico.
 
Cash used in operating activities was $267,655 as compared to the prior year of $533,399; the lower amount was a result of the lower net loss for the year. The Company incurred $69,627 in exploration expenditures down from $293,470 in the prior year.
 
The Company closed a private placement at the end of March 31, 2009 and recently announced another private placement for gross proceeds up to $1,040,000. With these financing activities, the Company has sufficient working capital to fund its upcoming fiscal year's operating and exploration expenditures.

 
Exploration
 
Congress Property, British Columbia
 
The Company was primarily engaged in the exploration of its Congress Property located on the north side of Carpenter Lake British Columbia's historic gold producing Bridge River region. The Congress Property is a historic mining property that supported past high grade gold vein production from three, portal entry underground workings. The property covers 2,433 hectares (6,012 acres) and consists of 45 claims including 8 crown grants, 13 mineral leases and 24 mineral claims.
 
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
 
- 1 -

LEVON RESOURCES LTD.
 
 

 
 logo
 MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2009
 
 
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 reopened the portal to the Goldbridge Tungsten mine and has been sampling the adit to determine future exploration.
 
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.
 
Industry standard core sampling procedures and quality control measures were applied to the core and the core samples. The samples were boxed and shipped via UPS to Acme Analytical Laboratory Ltd. in Vancouver for analysis. Acme Labs completed the 42 element mass spectrometry ICP analysis and Au on all the samples, any samples which returned >1ppm Au were fire assayed from a 30 gram pulp with a gravimetric finish.
 
The highest quality gold intercept cut in the holes is associated with veined zones 3 m wide grading 0.395 ounces per ton Au, (from 41 to 44 m hole depths,). This intercept is associated with vein quartz and disseminated Pyrite, Arseno Pyrite, Stibnite, Serecite, Carbonate altered Greenstone pillow basalt of the metamorphosed host rock sequence.
 
High grade vein potential and stockwork, bulk tonnage gold potential remain to be tested in the vicinity of the best intercept, and within the Gun Creek stock and its contact zone to the east of the 2007 drill holes.
 
Norma Sass Property, Nevada
 
In October 2008, the Company and Coral Gold Resources Ltd.'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.
 
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 buy­out CRI's and the Company's joint interest by paying US $6 million and granting them a 2% net smelter returns royalty.
 
In May 2009, Barrick commenced the target delineation work in Q2 followed by deep drilling in Q3 on the Norma Sass property, Cortez Gold Trend, Nevada. Norma Sass is a 36-claim property immediately west of the Pipeline Mine open pit.
 
- 2 -

LEVON RESOURCES LTD.
 

 
 logo
 MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2009

 
Cordero Silver, Gold, Lead, Zinc Project - Mexico
 
In February 2009, the Company signed a Letter of Intent with Valley High Ventures ("Valley High"), whereby Levon will earn a 51% interest from Valley High by spending $1,250,000 Cdn. by the end of February 2013 with a first year commitment of $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 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 northcentral Mexico (Penasquito, Pitarrilla, Comino Rojo and others). The Cordero property consists of contiguous staked and optioned mining claims that total about 10,000 hectares and cover the entire Cordero mining district. The large south land parcel covers the Cordero porphyry belt which has a 6 km strike length and is 3 km wide. The belt consists of four mineralized intrusive (porphyry) centers that have been explored and developed mostly for high grade Ag, Au, Zn and Pb veins. Bulk tonnage deposit exploration has been confined to the northeastern most intrusive center for Mo and Cu deposits.
 
A northern land parcel is centered on Sanson Norte mineralized intrusive, which is 10 km north from the main Cordero district.
 
Valley High's wholly owned Mexican subsidiary, Coro Minera de Mexico S.A. de C.V. acquired the project in 2006 and conducted extensive soil sampling, geological mapping, trenching and IP. Past drill core was salvaged from several storage locations at the property. Relogging established the drill core had only been split and sampled for high grade vein intercepts. What appeared to be wide, bulk tonnage mineralized core had not be split or sampled. Valley High split and assayed all the available old core and assay results establish several bulk tonnage discovery intercepts in the old drill core (including hole COR 1 that returned 54.9 metres grading 0.17 g/T gold, 78.5 g/T Ag, 1.12% Zn and 1.35% Pb starting at a depth of 165.1m.). Several bulk tonnage Zg, Au, Zn, Pb targets were defined by the exploration results.
 
The current joint venture work program is designed to identify, rank and test all large scale bulk tonnage potential in the district.
 
In June 2009, the Company announced the discovery of the Pozo de Plata mineralized dike and diatreme complex that expands the strike of the district porphyry belt 2 km to the southwest. Local miner reports of silver minerals in breccia in a hand dug water well out in an unprospected valley area mostly covered by thin alluvial gravel. The reports were followed up with geologic traverses, mapping, bedrock and soils sampling and trenching. Bedrock exposures of mineralized rhyolite dikes and diatreme breccia rocks are present in outcrop along a nearby creek. Initial rock samples returned anomalous Ag, Au, Zn and Pb in bedrock grab samples over a distance of 150 metres. Of eighteen grab samples collected, silver values range from 3.2 ppm to 374 ppm with eight samples returning greater than 50 ppm. Gold values range from 157 ppb to
 
1,190 ppb.
 
Results from a follow up trench excavated approximately 50 m east and north from the water well returned 355 metres grading 14.0 g/T Ag, 0.13 g/T Au, 0.12% Zn and 0.12% Pb including 175 metres at 21.8 g/T Ag, 0.20 g/T Au, 0.16% Zn and 0.20% Pb.
 
By May 30, 2009 a state of the art 3D induced polarization ("IP") geophysical survey by SJ Geophysics, Vancouver, B.C. was completed over three of the mineralized intrusive centers of the Cordero porphyry belt with the most obvious bulk tonnage target potential.. The data is currently being processed and a 3D inversion model constructed and interpreted to help lay out Phase I drill holes..
 
All the past and current project data is also being compiled and integrated into a state of the art Gocad 3D exploration model to optimize drill targeting. Additional trenching is being laid out and detailed geologic mapping and rock sampling is proceeding. Drill bids are being evaluated to let the Phase I, 5000 m core drilling contract. The Company expects Phase I drilling to proceed in August 2009.
 
In addition to the Company's current assets, market conditions have provided numerous opportunities which management has been reviewing. The potential for the upcoming year looks favourable and the Company

- 3 -

LEVON RESOURCES LTD.
 

 
 logo
 MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2009
 
will announce developments as they occur.
 
Risks
 
Exploration and development involve a high degree of risk and few properties are ultimately developed into producing mines. There is no assurance that the Company's future exploration and development activities will result in any discoveries of commercial bodies of ore. 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.
 
The Company's projections are estimates only based on management's assessment of facts at the time of the projections. Management believes these projections to be reasonable but actual results may differ.

 
Competition
 
The mining industry in which the Company is engaged is in general, 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. The Company competes with other mining companies in connection with the acquisition of mineral properties. In general, properties with a higher grade of recoverable mineral that is more readily mineable, 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 industry to acquire the most valuable properties. As a result, the Company may eventually be unable to acquire attractive mining properties.

 
Selected Annual Information
 
The following financial data is derived from the Company's financial statements for the three most recently completed financial years:

 
 
March 31, 2009
March 31, 2008
March 31, 2007
  Total revenues
$         -
$          -
$          -
  Loss before other items
(326,030)  
(592,925)  
(428,530)  
  Loss for the year
(330,822)  
(574,757)  
(236,819)  
  Loss per share
(0.01)  
(0.01)  
(0.01)  
  Total assets
1,780,044  
1,702,235  
1,747,631  
  Total liabilities
203,065  
199,424  
163,429   
  Working capital
231,130  
96,137  
521,205  
 
The Company's loss for the year has decreased from the prior year due to a reduction in general and administrative expenses, specifically shareholder relations and promotion. The loss had increased in 2008 as compared to 2007 primarily because of an income tax recovery amount recorded in 2007 as well as increased expenditures for shareholder relations and associated business travel. Total assets have stayed relatively level due to the continued investment in resource properties.
 
Results of Operations

 
Three months ended March 31, 2009 compared with the three months ended March 31, 2008
 
General and administrative expenses

- 4 -

LEVON RESOURCES LTD.
 

 
 logo
 MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2009
 
General and administrative expenses totaled $92,042 for the three months ended March 31, 2009 as compared to $147,611 for the three months ended March 31, 2008, a decrease of $55,569. Cost decreases in the current period included $34,833 in stock based compensation, $8,029 in shareholder relations and promotion, $4,040 in general exploration, $6,971 in office occupancy, 3,916 in consulting and management fees, $1,394 in compliance listing and transfer agent fees and $336 in salaries and benefits. Offsetting these decreases in the current quarter are increases of $3,567 in professional fees and $383 in travel and automotive.
 
An overall reduction in expenditures has seen reduced costs associated with consulting and management fees, compliance and transfer agent fees, office occupancy and salaries and benefits. Stock based compensation expense was lower in the current year as there were no stock options granted during the current year; the current year's expense related to options issued in the prior year and vesting over the year. General exploration fees are lower in the fourth quarter as the Company was focusing their efforts on the new Cordero property and these exploration fees are set up as deferred expenditures. The Company engaged in more investor relation and promotion activities during the prior year which lead to the higher costs recorded in shareholder relations in the comparative period.
 
Loss for the period
 
Loss for the three months ended March 31, 2009 was $103,512 compared to a loss of $146,623 for the three months ended March 31, 2008, a decrease of $43,111. The main reason for this decrease was the decrease of $55,569 in general and administrative expenses as discussed above. This was offset by decreases in interest income of $204 and an increase in the foreign exchange loss of $12,254.

 
Twelve months ended March 31, 2009 compared with the twelve months ended March 31, 2008
 
General and administrative expenses
 
General and administrative expenses totaled $326,030 for the year ended March 31, 2009 with a comparative total of $592,925 for the year ended March 31, 2008, a decrease of $266,895. As discussed above, an overall reduction in spending has resulted in decreases of $14,336 in consulting and management fees, $9,110 in compliance listings and transfer agent fees, $14,334 in office occupancy, $19,776 in professional fees, $3,852 in salaries and benefits, $134,352 in shareholder relations, $46,046 in stock based compensation and $42,950 in travel and automotive. These decreases were offset by an increase of $17,861 in general exploration which was a result of the Company seeking new opportunities earlier in the fiscal year.
 
The Company eliminated outside investor relations consultants which attributed to the decrease in shareholder relations; this also resulted in less travel expenses. Consulting and legal fees decreased as a result of the reduced hiring of outside consultants and less activity requiring legal assistance. There were no new issuances of stock options in the current year; therefore stock based compensation expense was lower.
 
Loss for the year
 
Loss for the year ended March 31, 2009 was $330,822 compared to a loss of $574,757 for the year ended March 31, 2008, a decrease of $243,935. The main reason for this change was the decrease of $266,895 in general and administrative expenses as discussed above. Reducing this effect was a decline of $2,460 in interest income, due to a lower cash balance and $20,500 additional loss associated with foreign exchange.

- 5 -

LEVON RESOURCES LTD.
 

 
 logo
 MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2009
 
Summary of Quarterly Results

 
Period ended
Mar. 31 2009 Q4
Dec. 31 2008 Q3
Sept 30 2008 Q2
Jun 30 2008 Q1
Mar 31 2008 Q4
Dec.31 2007 Q3
Sep.30 2007 Q2
June 30 2007 Q1
Loss before other items
(92,042)
(78,259)
(94,167)
(61,562)
(147,611)
(162,840)
(198,831)
(83,643)
Net Income (Loss)
(103,512)
(74,556)
(92,691)
(60,063)
(146,623)
(159,621)
(187,489)
(81,024)
Basic Loss per Share
(0.00)
(0.00)
(0.00)
(0.00)
(0.00)
(0.00)
(0.00)
(0.00)

 
Liquidity and Capital Resources
 
At this time the Company has no operating revenues. Historically, the Company has funded its operations through equity financing and the exercise of stock options and warrants.
 
As at March 31, 2009 the Company had working capital of $231,130.
 
During the year, $150,000 was raised through the exercising of 1,000,000 warrants and $15,000 through the exercising of 150,000 stock options.
 
During the year ended March 31, 2008, $358,500 was raised through the exercising 2,985,000 warrants and $59,000 through the exercising of 470,000 stock options.
 
In March 2009, the Company completed a non-brokered private placement of 5,000,000 units at a price of $0.05 per unit for gross proceeds of $250,000. Each unit consists of one common share and one non-transferrable share purchase warrant. Each warrant will entitle the investor to purchase one additional common share with a term of two years at an exercise price of $0.15 during the first year and $0.25 during the second year. The warrants will be subject to an acceleration clause which will require the warrants to be exercised earlier, depending on the market price of the shares.
 
In July 2009, the Company announced another non-brokered private placement of 6,500,000 units at a price of $0.16 per unit, each unit consisting of one common share and one-half non-transferrable share purchase warrant. Two half warrants will entitle the investor to purchase one additional common share with a term of one year at an exercise price of $0.35. In addition, the Company will pay to certain arm's length finders/brokers, a finder's fee equal to 7% of the funds raised, plus Broker's Warrants to acquire common shares of the Company (the "Broker's Warrants") equal to 7% of the number of Units sold at an exercise price of $0.35 per share for a period of one year from the Closing Date. The warrants will be subject to an acceleration clause which will require the warrants to be exercised earlier, depending on the market price of the shares. This Private Placement is subject to regulatory approval.
 
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 extensive, 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 year. There is no assurance that the Company will be successful in raising additional new equity capital.
 
Off-Balance Sheet Arrangements
 
- 6 -

LEVON RESOURCES LTD.
 

 
 logo
 MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2009
 
The Company has not entered into any off-balance sheet transactions. Related Party Transactions
 
During the year ended March 31, 2009, the Company paid, or made provision for the future payment of the following amounts to related parties:
 
-  
$90,293 (2008 - $112, 018; 2007 - $104,697) was charged for office, occupancy and miscellaneous costs and salaries, 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;
 
-  
$30,000 (2008 - $30,000; 2007 - $30,000) was paid for management fees to a private company controlled by a director and officer of the Company;
 
-  
$60,136 (2008 - $10,048; 2007 - $Nil) was paid for geological management fees to a private company controlled by a director of the Company. Of this amount, $35,390 has been capitalized under resource properties and $24,746 was been expensed under general exploration;
 
-  
$8,310 (2008 - $5,580; 2007 - $6,173) 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 and management;
 
-  
$Nil (2008 - $128,067; 2007 - $348,403) was charged to the Company for drilling services from ABC Drilling Services Inc. ("ABC Drilling"), a private drilling company owned by Oniva; and
 
-  
$Nil (2008 - $35,610; 2007 - $29,706) was charged to the Company for exploration services from Bralorne Gold Mines Ltd. ("Bralorne"), a public company with common directors and management.
 
These charges were measured at the exchange amount, which is the amount agreed upon by the transacting parties. With the exception of the disclosure above, there are no stated terms of interest or repayment on balances owing by related parties to 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 notice by either party.
 
The amount due from a related party consists of $5,564 (2008 - $5,564) owing from ABC Drilling, which is the balance of an advance towards drilling services to be provided.
 
Amounts due to related parties as at March 31, 2009 include:
 
-  $26,680 (2008 - $21,999) owed to Oniva;
 
-  $66,243 (2008 - $53,985) owed to a public company related by way of common directors;
 
-      $32,973 (2008 - $1,273) owed to private companies controlled by directors of the Company.
 
Amounts due are without stated terms of interest or repayment.

 
- 7 -

LEVON RESOURCES LTD.
 

 
 logo
 MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2009
 
Disclosure of Management Compensation
 
During the year ended March 31, 2009 $30,000 was paid to a Company controlled by the President for services as director and officer of the Company; $7,544 was paid to the Secretary for services as an officer of the Company; and $10,574 was paid to the Chief Financial Officer for services as an officer of the Company.

 
Critical Accounting Estimates
 
The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and would impact future results of operations and cash flows.
 
Financial Instruments
 
The Company's financial instruments consist of cash, security deposits, accounts receivable, investments, accounts payable and accrued liabilities, and due to related parties. The carrying values of these financial instruments approximate their fair values because of the short maturity of these financial instruments.

 
Adoption of New Accounting Standards
 
Effective April 1, 2008, the Company adopted the following new accounting standards issued by the Canadian Institute of Chartered Accountants ("CICA"). These accounting policy changes were adopted on a retrospective basis with no restatement of prior period financial statements. For details of the specific accounting changes, refer to Note 2 (o) of the Company's Audited Financial Statements:

 
i)     Section 1400 General Standards of Financial Statement Presentation
ii)    Section 1535 Capital Disclosures
iii)   Section 3862 Financial Instruments - Disclosures
iv)   Section 3863 Financial Instruments - Presentation
 
Recent Canadian Accounting Pronouncements
 
Recent Canadian accounting pronouncements that have been issued but are not yet effective, and which may affect the Company's financial reporting are summarized below. For details of the specific accounting changes, refer to Note 2 (p) of the Company's Consolidated Financial Statements:
 
i)      Section 1582 Business Combinations
ii)     Section 1601 Consolidated Financial Statements
iii)    Section 1602 Non-controlling Interests
iv)    Section 3064 Goodwill and Intangible Assets

 
In addition to these changes, in February 2008 the CICA announced that Canadian GAAP for publicly accountable enterprises will be replaced by International Financial Reporting Standards ("IFRS") for interim and annual financial statements for fiscal years beginning on or after January 1, 2011. The standard also requires that comparative figures for 2010 be based on IFRS.
 
The Company is developing an IFRS conversion plan which will include an in-depth analysis of the IFRS standards, with priority being placed on those that have been identified as possibly having a significant impact. Analysis will include identifying the differences between IFRS and the Company's accounting policies and assessing the impact of the difference. Changes in accounting policies are likely to impact the Company's consolidated financial statements.
 
- 8 -

LEVON RESOURCES LTD.
 

 
 logo
 MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2009
 
Outstanding Share Data
 
As at March 31, 2009 and July 23, 2009 there were 50,389,483 common shares outstanding. Stock options outstanding as at March 31, 2009 and July 23, 2009:

 
  Expiry Date  Exercise Price Per Share Number of Shares Remaining Subject to Options (Mar 31/09)  Number ofSharesRemainingSubject toOptions (July 23/09)
  April 05, 2010
$ 0.10
1,075,000
1,075,000
  April 25, 2011
$ 0.21
675,000
675,000
  October 2, 2011
$ 0.10
250,000
250,000
  January 26, 2012
$0.18
25,000
25,000
  June 14, 2012
$0.35
100,000
100,000
  September 14, 2012
$0.35
150,000
150,000
  September 14, 2012
$0.50
50,000
50,000
  April 27, 2014
$0.25
-
500,000
   
2,325,000
2,825,000

 

 
- 9 -

LEVON RESOURCES LTD.
 

 
 logo
 MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2009

Share purchase warrants outstanding as at March 31, 2009 and July 23, 2009:

 
   
Number of
 
   
Underlying
Number of
 
Exercise Price
Shares
Underlying Shares
  Expiry Date
Per Share
(Mar. 31/09)
(July 23/09)
  March 27, 2010/2011
$0.15/$0.25
5,000,000
5,000,000

 
Commitment
 
The Company has entered into two vehicle lease agreements. The leases expire between 2011 and 2012 and the future obligations are as follows:
 
 
    Amount  
 2010   $ 19,469  
 2011   $ 11,163  
 2012   $ 867  
 
 
Internal Controls and Disclosure Controls over Financial Reporting

 
Since the Company is a Venture Issuer, it makes no assessment relating to establishment and maintenance of disclosure controls and procedures as defined under National Instrument 52-109. The Company has filed the Venture Issuer Basic Certificates for the year ended March 31, 2009.
 
 
Cautionary Statement
 
This MD&A is based on a review of the Company's operations, financial position and plans for the future based on facts and circumstances as of July 23, 2009. Except for historical information or statements of fact relating to the Company, this document contains "forward-looking statements" within the meaning of applicable Canadian securities regulations. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company's documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and we do not undertake any obligation to update forward-looking statements should conditions or our estimates or opinions change. These statements involve known and unknown risks, uncertainties, and other factor that may cause the Company's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forward-looking statements.
 
- 10 -

LEVON RESOURCES LTD.