levon_20f.htm

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 $840,000
Annie Chan CFO6	2012	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Lisa 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 $32,240
Victor 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

1 The 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%.

3 The Company’s sole non-equity incentive plan is the payment of discretionary annual cash bonuses.

4 The 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.

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 Awards
Name	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)
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 Nil
Lisa Sharp Former CFO	50,000 50,000	$1.00 $1.65	Sep 3, 2015 Mar 25, 2016	Nil Nil	Nil Nil	Nil Nil
Annie Chan CFO	50,000	$1.00	Jun 7, 2017	Nil	Nil	Nil
Victor 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.

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	Nil
Lisa Sharp Former CFO	Nil	Nil	Nil
Annie Chan CFO	Nil	Nil	Nil
Victor 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

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.

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	NIL
Gary Robertson(1)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
David Wolfin	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Victor Chevillon(2)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Robert Roberts(1)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
J. Trevor Eyton(1) (3)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Robert Cameron(1) (3)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Geoffrey Chater(1) (3)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Ron Tremblay(2)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Ron 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").

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 Awards
Name	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 Nil
Gary Robertson	200,000 200,000	$0.65 $1.65	July 20, 2015 Mar 25, 2016	$8,000 Nil	Nil Nil	Nil Nil
David 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 Nil
Ron Barbaro	200,000 300,000	$0.65 $1.65	July 20, 2015 Mar 25, 2016	$8,000 Nil	Nil Nil	Nil Nil
Robert Roberts	200,000	$1.50	Oct 3, 2016	Nil	Nil	Nil
J. Trevor Eyton*	N/A	N/A	N/A	N/A	Nil	Nil
Robert Cameron*	N/A	N/A	N/A	N/A	Nil	Nil
Geoffrey 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

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	Nil
Gary Robertson	Nil	Nil	Nil
David Wolfin	Nil	Nil	Nil
Ron Barbaro	Nil	Nil	Nil
Robert Roberts	Nil	Nil	Nil
J. Trevor Eyton*	Nil	Nil	Nil
Robert Cameron*	Nil	Nil	Nil
Geoffrey 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.

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.

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.

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		Percent
Victor 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/A
Robert 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/A
Dorothy 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.

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 Date
Ron Tremblay Director,		1,500,000	Sept. 3, 2010	$	1.00	Sept. 3, 2015
President & CEO		5,000,000	March 25, 2011	$	1.65	March 25, 2016

Lisa Sharp(1)	Nil		N/A		N/A		N/A
Former CFO

Annie Chan		50,000	June 7, 2012	$	1.00	June 7, 2017
CFO

Gary Robertson		200,000	July 20, 2010	$	0.65	July 20, 2015
Director		200,000	March 25, 2011	$	1.65	March 25, 2016

David Wolfin		100,000	April 28, 2009	$	0.25	April 28, 2014
Director		100,000	Sept 3, 2010	$	1.00	Sept 3, 2015
		100,000	March 25, 2011	$	1.65	March 25, 2016

Victor Chevillon		100,000	Sept 14, 2007	$	0.35	Sept 14, 2012
Director &		200,000	Jan 28, 2010	$	0.70	Jan 28, 2015
VP Exploration		500,000	Sept 3, 2010	$	1.00	Sept 3, 2015
		1,500,000	March 25, 2011	$	1.65	March 25, 2016

William Glasier		100,000	Sept 3, 2010	$	1.00	Sept 3, 2015
Director		150,000	March 25, 2011	$	1.65	March 25, 2016

Ron Barbaro		200,000	July 20, 2010	$	0.65	July 20, 2015
Director & Chairman		300,000	March 25, 2011	$	1.65	March 25, 2016

Robert Roberts Director		200,000	Oct 3, 2011	$	1.50	Oct 3, 2016

Carlos H Fernandez Mazzi Director		500,000	May 15. 2012	$	1.00	May 15, 2017

Trevor Eyton Director(2)	Nil		N/A		N/A	N/A

Robert Cameron Director(2)	Nil		N/A		N/A	N/A

Geoffrey 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.

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 Class
Ron 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.

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, 2010
ABC Drilling (i)	$	5,564	$	5,564	$	5,564
Frobisher 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, 2010
Chevillion Exploration. (ii)	$	225,147	$	135,930	$	57,698
Coral Gold Resources Ltd. (iii)		27,926		57,901		56,788
Oniva(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

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.

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		Low
2012		2.38	*		0.66	*		2.48		0.66
2011		2.08			0.50			2.10		0.52
2010		0.95			0.11			0.94		0.09
2009		0.16			0.05			0.68		0.04
2008		0.33			0.11			0.16		0.03

2011- 2012	High			Low			High		Low
Fourth Quarter ended March 31, 2012		1.30	*		0.66	*		1.279		0.6678
Third Quarter ended December 31, 2011		1.52			0.71			1.45		0.67
Second Quarter ended September 30, 2011		2.08			0.80			2.17		0.79
First Quarter ended June 30, 2011		2.38			1.40			2.48		1.43

2010- 2011	High		Low		High		Low
Fourth Quarter ended March 31, 2011		2.08		1.36		2.10		1.37
Third Quarter ended December 31, 2010		2.08		1.36		2.09		0.94
Second Quarter ended September 30, 2010		1.26		0.50		1.20		0.52
First Quarter ended June 30, 2010		1.05		0.50		1.02		0.56

Last Six Months	High			Low			High		Low
June 2012		0.63	*		0.385	*		0.5688		0.386
May 2012		0.68	*		0.38	*		0.686		0.372
April 2012		0.72	*		0.42	*		0.707		0.4365
March 2012		1.01	*		0.66	*		1.046		0.6678
February 2012		1.03			0.81			1.014		0.815
January 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.

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".

D.	Selling Shareholders

Not Applicable.

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.

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 ¾ 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 ¾ 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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, 2011

Cash and cash equivalents held at major financial institutions
Canada	$	37,561,695	$	19,222,255
Mexico		11,746		628,502

		37,573,441		19,850,757
Reclamation deposits held at major financial institution
Canada		32,629		32,629

Total	$	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.

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, 2011
	MXN			USD			MXN			USD
Cash and cash equivalents		463,406			12,479,052			698,949			1,468,309
Amounts 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			1,281,337
Canadian 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.

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.

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.

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

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 - 90
Consolidated Statements of Financial Position			91
Consolidated Statements of Operations and Comprehensive Loss			92
Consolidated Statements of Changes In Shareholders’ Equity			93 - 94
Consolidated Statements of Cash Flow			95
Notes 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.

Exhibits

Exhibit Number		Name

1.1		Notice of Articles of Levon Resources Ltd.*

1.2		Articles of Levon Resources Ltd. *

8.1		List of Subsidiaries

12.1		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 1350

13.2		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

LEVON RESOURCES LTD.

(An Exploration Stage Company)

Consolidated Financial Statements

For the years ended March 31, 2012 and 2011

(Expressed in Canadian Dollars)

Index	Page

Management’s Responsibility for Financial Reporting		88

Reports of Independent Registered Public Accounting Firm		89 - 90

Consolidated Financial Statements

Consolidated Statements of Financial Position		91

Consolidated Statements of Operations and Comprehensive Loss		92

Consolidated Statements of Changes in Shareholders’ Equity		93 - 94

Consolidated Statements of Cash Flows		95

Notes to Consolidated Financial Statements		96 - 124

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 Chan
CEO			CFO

Vancouver, British Columbia

June 26, 2012

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

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

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)
ASSETS
Current
Cash and cash equivalents	$	37,573,441		$	19,850,757		$	2,020,948
Amounts receivable		646,917			549,748			5,289
Prepaid expenses		49,773			46,736			22,823
Investments (Note 5)		20,486,258			23,326			23,880
		58,756,389			20,470,567			2,072,940
Non-current assets
Due from related parties (Note 11)		5,564			6,068			48,511
Reclamation deposits (Note 6)		32,629			32,629			32,629
Amounts receivable		1,409,566			-			-
Exploration and evaluation assets (Note 7)		124,559,961			124,719,961			105,380
Property and equipment (Note 8)		95,858			26,710			4,524
Total Assets	$	184,859,967		$	145,255,935		$	2,263,984

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	$	388,653		$	633,580		$	69,802
Due to related parties (Note 11)		319,719			228,015			138,912

Total Liabilities		708,372			861,595			208,714

SHAREHOLDERS’ EQUITY
Share capital (Note 9)		230,608,666			169,689,837			26,187,285
Reserves		16,464,015			24,720,954			1,259,150
Accumulated 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			2,055,270

Total 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

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)
Expenses
Consulting and management fees (Note 11)	$	1,007,640		$	620,000
Depreciation		12,211			5,205
Exploration (Note 7)		10,792,719			7,641,461
Foreign exchange loss		154,227			61,002
Listing and filing fees		309,261			67,286
Office, occupancy and miscellaneous		182,491			142,127
Professional fees		338,551			271,320
Salaries and benefits		234,249			106,281
Share-based payments (Note 10)		251,082			15,538,692
Shareholder relations and promotion		249,556			114,532
Travel		203,492			116,191

Loss before other item		(13,735,479	)		(24,684,097	)

Other item
Interest income		610,646			41,996

Net Loss for Year		(13,124,833	)		(24,642,101	)

Other Comprehensive Loss
Unrealized 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

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’ Equity

Balance, April 1, 2010 (Note 17)		66,547,516	$	26,187,285		$	366,021		$	893,129		$	1,259,150		$	(5,593	)	$	(25,385,572	)	$	2,055,270

Common shares issued for cash:
Private placement		14,805,353		9,065,037			-			2,038,978			2,038,978			-			-			11,104,015
Share issuance costs		-		(637,413	)		-			-			-			-			-			(637,413	)
Exercise of options		265,000		138,750			-			-			-			-			-			138,750
Exercise of warrants		8,958,484		3,723,824			-			-			-			-						3,723,824

Non-cash share issuance costs		-		(414,736	)		-			414,736			414,736			-			-			-
Transfer of reserves on exercise of warrants and options		-		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			-						137,113,857
Share-based payments		-		-			15,538,692			-			15,538,692			-			-			15,538,692
Net 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

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’ Equity

Balance, March 31, 2011		163,898,989	$	169,689,837		$	15,789,582		$	8,931,372		$	24,720,954		$	(6,147	)	$	(50,010,304	)	$	144,394,340

Common shares issued for cash:
Brokered financing		20,600,000		40,170,000			-			-			-			-			-			40,170,000
Share issuance costs		-		(2,353,848	)		-			-			-			-			-			(2,353,848	)
Exercise of options		925,000		366,000			-			-			-			-			-			366,000
Exercise of warrants		14,325,443		14,464,470			-			-			-			-			-			14,464,470
Non-cash share issuance costs				(950,766	)					950,766			950,766
Transfer 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			-			-			251,082
Net 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

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 Activities
Net loss	$	(13,124,833	)	$	(24,642,101	)
Items not involving cash:
Depreciation		20,089			5,205
Share-based payments		251,082			15,538,692
Foreign 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	)		518,422
Due from related parties		92,208			131,546

Cash Used in Operating Activities		(14,175,475	)		(8,596,702	)

Investing Activities
Recovery 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		-			5,178,768
Advances from Valley High Ventures Ltd.		-			6,945,792

Cash Provided by (Used in) Investing Activities		(20,407,785	)		12,097,169

Financing Activity
Issue of share capital for cash, net of issuance costs		52,646,622			14,329,176

Cash Provided by Financing Activity		52,646,622			14,329,176

Foreign Exchange Effect on Cash		(340,678	)		166
Inflow of Cash		17,722,684			17,829,809
Cash and Cash Equivalents, Beginning of Year		19,850,757			2,020,948

Cash and Cash Equivalents, End of Year	$	37,573,441		$	19,850,757

Supplementary Information
Interest paid	$	-		$	-
Income tax paid	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements

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 Standards has 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.

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 Operations
Valley High Ventures Ltd. (“VHV”)	British Columbia; Canada	Holding Company
Citrine Investment Holdings Limited	British Virgin Islands	Holding Company
Minera Titan S.A. de C.V	Mexico	Exploration Company
Aphrodite Asset Holdings Ltd	British Virgin Islands	Holding Company
Turney Assets Limited	British Virgin Islands	Holding Company
Mineral El Camino S.A. de C.V.	Mexico	Holding Company
Administracion 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.

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%

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.

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 7 Financial 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 12 Income 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 11 Joint 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 13 Fair 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 1 Presentation 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 20 Stripping 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 Statements and 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 9 Financial 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	$	130,514,292
Fair value of replacement warrants		6,599,565
Transaction costs		1,967,388
Settlement of pre-existing relationship		(6,945,792	)

Total consideration	$	132,135,453

Cash	$	7,146,156
Amounts receivable		407,272
Prepaid expenses		12,800
Exploration and evaluation assets		124,614,581
Accounts 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 Value
Available-for-sale
Mill Bay Ventures Inc.		34,897	$	27,918	$	(25,126	)	$	2,792
Avino Silver & Gold Mines Ltd.		2,200		1,554		3,363			4,917
Omega Equities Corp. (at nominal value)		57,000		1		-			1
			$	29,473	$	(21,763	)	$	7,710
Held-to-maturity
T-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 Value
Available-for-sale
Mill Bay Ventures Inc.		34,897	$	27,918	$	(18,495	)	$	9,423
Avino Silver & Gold Mines Ltd.		2,200		1,554		12,348			13,902
Omega 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 Value
Available-for-sale
Mill Bay Ventures Inc.		348,978	$	27,918	$	(6,979	)	$	20,939
Avino Silver & Gold Mines Ltd.		2,200		1,554		1,386			2,940
Omega 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 Sanson
Balance, April 1, 2010	$	105,380
Costs incurred during the year (Note 4)		124,614,581
Balance, March 31, 2011		124,719,961
Costs 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	$	1,595,134
Drilling and exploration		4,260,933
General supplies and services		591,319
Geological 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	$	533,308
Assessment, permits and filing fees		-		273,894		273,894
Drilling and exploration		-		5,877,712		5,877,712
General supplies and services		-		126,671		126,671
Geological and management services		-		829,876		829,876
Balance, 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
		$		$		$		$		$
COST
Balance at April 1, 2010		2,256		8,443		-		-		10,699
Additions		4,735		-		22,656		-		27,391
Balance at March 31, 2011		6,991		8,443		22,656		-		38,090
Additions		850		22,072		-		66,315		89,237
Balance at March 31, 2012		7,841		30,515		22,656		66,315		127,327


ACCUMULATED DEPRECIATION
Balance at April 1, 2010		338		5,837		-		-		6,175
Depreciation		1,285		520		3,400		-		5,205
Balance at March 31, 2011		1,623		6,357		3,400		-		11,380
Depreciation		1,738		2,621		5,777		9,953		20,089
Balance at March 31, 2012		3,361		8,978		9,177		9,953		31,469


CARRYING AMOUNTS
At April 1, 2010		1,918		2,606		-		-		4,524
At March 31, 2011		5,368		2,086		19,256		-		26,710
At 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 Price
Balance, April 1, 2010		8,698,484		$	0.35
Issued		8,469,393		$	1.17
Issued on acquisition of VHV		6,259,550		$	0.78
Exercised		(8,958,484	)	$	0.42
Expired		(55,000	)	$	0.35
Balance, March 31, 2011		14,413,943		$	1.01
Issued		1,030,000		$	1.95
Exercised		(14,325,443	)	$	1.01
Expired		(88,500	)	$	0.69
Balance, 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 Exercisable
Expiry Date	per Share		March 31, 2012		March 31, 2011

June 21, 2011	$	0.51		-		90,000
June 21, 2011	$	0.60		-		2,244,750
August 31, 2011	$	1.00		-		766,720
February 29, 2012	$	1.20		-		7,387,673
April 8, 2012	$	0.79		-		844,800
April 8, 2012	$	0.92		-		3,080,000
November 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 Price
Stock options outstanding, April 1, 2010		1,900,000		$	0.38
Granted		13,465,000		$	1.40
Exercised		(265,000	)	$	0.52
Expired		(225,000	)	$	0.49
Stock options outstanding, March 31, 2011		14,875,000		$	1.30
Granted		675,000		$	1.50
Exercised		(925,000	)	$	0.40
Expired		(660,000	)	$	0.95
Stock 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 Exercisable
Expiry Date	Exercise Price		March 31, 2012		March 31, 2011		March 31, 2012		March 31, 2011

April 25, 2011	$	0.21		-		350,000		-		350,000
October 2, 2011	$	0.10		-		150,000		-		150,000
November 15, 2011	$	1.35		-		50,000		-		18,750
November 15, 2011	$	1.50		-		50,000		-		18,750
November 15, 2011	$	2.00		-		50,000		-		18,750
March 15, 2012	$	0.70		-		235,000		-		235,000
May 1, 2012	$	0.85		-		100,000		-		91,667
May 1, 2012	$	1.25		-		100,000		-		91,667
June 14, 2012	$	0.85		100,000		100,000		100,000		79,167
June 14, 2012	$	1.25		100,000		100,000		100,000		79,167
September 14, 2012	$	0.35		100,000		150,000		100,000		150,000
September 14, 2012	$	0.50		-		50,000		-		50,000
October 3, 2013	$	1.50		200,000		-		50,000		-
November 15, 2013	$	1.25		500,000		500,000		500,000		187,500
November 21, 2013	$	1.50		250,000		-		62,500		-
April 28, 2014	$	0.25		325,000		325,000		325,000		325,000
January 28, 2015	$	0.70		200,000		200,000		200,000		200,000
July 20, 2015	$	0.65		400,000		700,000		400,000		700,000
September 3, 2015	$	1.00		3,450,000		3,450,000		3,450,000		3,450,000
March 25, 2016	$	1.65		8,115,000		8,215,000		8,115,000		8,215,000
October 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			2011
Weighted average assumptions:
Fair value at grant date	$	0.54		$	1.18
Risk-free interest rate		1.02	%		2.43	%
Expected dividend yield		-			-
Expected option life (years)		3.00			4.74
Expected share price volatility		91.25	%		114.41	%

11. RELATED PARTY TRANSACTIONS

During the year ended March 31, 2012:

(a)

(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.

Due from related parties consists of the following:

	March 31, 2012		March 31, 2011		April 1, 2010
ABC Drilling (i)	$	5,564	$	5,564	$	5,564
Frobisher 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, 2010
Chevillion Exploration. (ii)	$	225,147	$	135,930	$	57,698
Coral Gold Resources Ltd. (iii)		27,926		57,901		56,788
Oniva(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.

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 , 2011
Salaries and benefits	$	56,262	$	47,450
Consulting and management fees		1,225,176		626,063
Share-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, 2011
Canada	$	128,487	$	59,339
Mexico		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, 2011
Not later than 1 year	$	129,765	$	15,435
Later 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			2011

Expected income tax recovery	$	3,429,520		$	6,899,788
Non-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			126,736
Changes 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			2011

Deferred tax assets
Non-capital loss carry-forwards	$	4,581		$	-
Net deferred tax asset		4,581			-
Deferred tax liability
Investment 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		2011

Non-capital loss carry-forwards	$	31,120,491	$	17,717,076
Exploration and evaluation assets		9,257,756		9,020,984
Share issue costs		2,681,008		1,091,881
Other		3,902,278		3,874,386

Unrecognized 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	$	174,000
2015		166,000
2016		257,000
2027		338,000
2028		526,000
2029		296,000
2030		620,000
2031		2,884,000
2032		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.

	March 31, 2012		March 31, 2011

Cash and cash equivalents held at major financial institutions
Canada	$	37,561,695	$	19,222,255
Mexico		11,746		628,502

		37,573,441		19,850,757
Reclamation deposits held at major financial institution
Canada		32,629		32,629

Total	$	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.

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)

(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)

Interest rate risk (continued)

Foreign currency risk

	March 31, 2012						March 31, 2011
	MXN			USD			MXN			USD
Cash and cash equivalents		463,406			12,479,052			698,949			1,468,309
Amounts 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			1,281,337
Canadian dollar equivalent	$	2,161,158		$	12,239,808		$	121,463		$	1,242,384

(d) Other price risk

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: Disclosures establishes 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 3
Investments		$	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 Payment to 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.

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, 2011
	Note	Canadian GAAP		Effect of Transition to IFRS			IFRS		Canadian GAAP		Effect of Transition to IFRS			IFRS
ASSETS
Current
Cash and cash equivalents		$	2,020,948	$	-		$	2,020,948	$	19,850,757	$	-		$	19,850,757
Amounts receivable			5,289		-			5,289		549,748		-			549,748
Prepaid expenses			22,823		-			22,823		46,736		-			46,736
Investments			23,880		-			23,880		23,326		-			23,326
			2,072,940		-			2,072,940		20,470,567		-			20,470,567
Non-current
Due from related party			48,511		-			48,511		6,068		-			6,068
Reclamation deposit			32,629		-			32,629		32,629		-			32,629
Exploration and evaluation assets	(a)(e)		3,059,841		(2,954,461	)		105,380		181,332,777		(56,612,816	)		124,719,961
Property, plant and equipment			4,524		-			4,524		26,710		-			26,710
TOTAL ASSETS		$	5,218,445	$	(2,954,461	)	$	2,263,984	$	201,868,751	$	(56,612,816	)	$	145,255,935

LIABILITIES
Current
Accounts payable and accrued liabilities		$	69,802		$	-		$	69,802		$	633,580			-		$	633,580
Due to related parties			138,912			-			138,912			228,015			-			228,015
			208,714			-			208,714			861,595			-			861,595
Non-current
Deferred income tax liability	(a)		-			-			-			47,273,250			(47,273,250	)		-
			208,714			-			208,714			48,134,845			(47,273,250	)		861,595
SHAREHOLDERS’ EQUITY
Share capital	(b)		26,187,285			-			26,187,285			169,682,557			7,280			169,689,837
Reserves (contributed surplus)	(b)(c)		1,360,276			(101,126	)		1,259,150			24,912,993			(192,038	)		24,720,955
Accumulated 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	)		144,394,340
TOTAL 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, 2011
	Note	Canadian GAAP			Effect of Transition to IFRS			IFRS

Expenses
Consulting and management fees		$	620,000		$	-		$	620,000
Depreciation	(d)		-			5,205			5,205
Exploration	(e)		-			7,623,760			7,623,760
Foreign exchange loss			61,002			-			61,002
General exploration			17,701			-			17,701
Listing and filing fees			67,286			-			67,286
Office, occupancy and miscellaneous	(d)		147,332			(5,205	)		142,127
Professional fees			271,320			-			271,320
Salaries and benefits			106,281			-			106,281
Shareholder relations and promotion			114,532			-			114,532
Share-based payments	(b)		15,604,956			(66,264	)		15,538,692
Travel			116,191			-			116,191

Loss before other items and income tax			(17,126,601	)		(7,557,496	)		(24,684,097	)

Other Items
Interest income			41,996			-			41,996
Write-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, 2011
	Note	Canadian GAAP			Effect of Transition to IFRS			IFRS

CASH PROVIDED BY (USED IN):

OPERATING ACTIVITIES
Net loss	(b)(e)	$	(18,323,260	)	$	(6,318,841	)	$	(24,642,101	)
Adjustments for non-cash items:						-
Depreciation			5,205			-			5,205
Share-based payments	(b)		15,604,956			(66,264	)		15,538,692
Write-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	)		518,422
Due from related parties			52,872			78,674			131,546
			(1,051,431	)		(7,545,271	)		(8,596,702	)

INVESTING ACTIVITIES
Exploration 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			-			5,178,768
Advances from Valley High Ventures Ltd.			6,945,792			-			6,945,792
			4,551,898			7,545,271			12,097,169

FINANCING ACTIVITIES
Issue of capital stock for cash, net of issuance costs			14,329,176			-			14,329,176
			14,329,176			-			14,329,176
Effect of exchange rate fluctuations on cash held			166			-			166

Increase in cash and cash equivalents			17,829,809			-			17,829,809

CASH AND CASH EQUIVALENTS, Beginning			2,020,948			-			2,020,948

CASH 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 Tremblay
		Ron Tremblay, Chief Executive Officer
		(Principal Executive Officer)

125

Exhibit Index

Exhibit Number		Name
1.1		Notice of Articlesof Levon Resources Ltd.
1.2		Articles of LevonResources Ltd. *
8.1		List of Subsidiaries
12.1		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 1350
13.2		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

126

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

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.

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 has advanced 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.

Year Ended March 31,	Average		Period End		High		Low
2008		1.0327		1.0279		1.1584		0.9170
2009		1.1264		1.2602		1.3000		0.9844
2010		1.0904		1.0156		1.2643		1.0113
2011		1.0163		0.9718		1.0778		0.9686
2012		1.0172		0.9991		1.0604		0.9449

Month	High		Low
Jan 2012		1.0014		0.9735
Feb 2012		1.0016		0.9866
March 2012		1.0153		0.9985
April 2012		1.0197		0.9961
May 2012		1.0164		0.9663
June 2012		0.9825		0.9599

INTRODUCTION		1

CURRENCY		1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING RESERVE AND RESOURCE ESTIMATES		3

EXPLANATORY NOTE REGARDING PRESENTATION OF FINANCIAL INFORMATION		3

GLOSSARY OF MINING TERMS		4

PART I		6

Item 1.	Identity of Directors, Senior Management and Advisors	6
Item 2.	Offer Statistics and Expected Timetable	6
Item 3.	Key Information	6
Item 4.	Information on the Company	18
Item 5.	Operating and Financial Review and Prospects	42
Item 6.	Directors, Senior Management and Employees	51
Item 7.	Major Shareholders and Related Party Transactions	64
Item 8.	Financial Information	66
Item 9.	The Offer and Listing	66
Item 10.	Additional Information	68
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	80
Item 12.	Description of Securities Other than Equity Securities	81

PART II		82

Item 13.	Defaults, Dividend Arrearages and Delinquencies	82
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	82
Item 15.	Controls and Procedures	82
Item 16A.	Audit Committee Financial Expert	83
Item 16B.	Code of Ethics	83
Item 16C.	Principal Accountant Fees and Services	83
Item 16D.	Exemptions from the Listing Standards for Audit Committees	84
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	84
Item 16F.	Changes in Registrants Certifying Accountant	84
Item 16G.	Corporate Governance	84
Item 16H.	Mine Safety Disclosure	84

PART III		85

Item 17.	Financial Statements	85
Item 18.	Financial Statements	85
Item 19.	Exhibits	85

	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	145,255,935
Total Liabilities	708,372	861,595
Working Capital	58,048,017	19,608,972
Share Capital	230,608,666	169,689,837
Total Equity	184,151,595	144,394,340
Weighted Average Number of Common Shares Outstanding	194,269,099	78,689,400

Table 1: Levon Resources Ltd. Mexican Cordero Properties January 6, 2011
Project	State	Company	Claim Name	Title No.	Area (ha)	Ownership	Option Payment	Mining Taxes	Assessment Filing	Additional Notes
Cordero	Chihuahua, MX	Minera Titan S.A. de C.V. Mexico: 28191*1	Sansón	230434	7,510.8325	100% Titan	n/a	Paid to June 30, 2012	Complete to May 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 to June 30, 2012	Complete to May 2011
			Sansón II	231281	400.0000		n/a	Paid to June 30, 2012	Complete to May 2011
			Sansón fracción 1	228104	0.0763		n/a	Paid to June 30, 2012	Complete to May 2011
			Sansón fracción 2	228105	0.0906		n/a	Paid to June 30, 2012	Complete to May 2011
			Titán	235089	1,700.0000		n/a	Paid to June 30, 2012	Complete to May 2011
			Titán I	235090	8,150.0000		n/a	Paid to June 30, 2012	Complete to May 2011
			Titán II	16/39514*	100.0000		n/a	No taxation until titled	No assessment until titled
			Perla	240461	400.0000		n/a	Recently titled	Recently titled
			San Pedro	215161	1.9422		n/a	Paid to June 30, 2012	Complete to May 2011
			San 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.

$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	0.25
	Inferred	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	0.33
	Inferred	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	0.44
	Inferred	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	0.53
	Inferred	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 Recovery
Metal	Price	Pb Conc.	Zn Conc.
Silver	$25.00/oz	60%	19%
Zinc	$1.00/lb		50%
Lead	$1.00/lb	70%
Gold	$1200/oz	not included

		Combined Areas (above cutoff)					Contained Metal
Resource 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 Billions
June 2011	Indicated	521.56	18.54	0.054	0.25	0.46	310.9	0.908	2.9	5.3
June 2011	Inferred	200.85	21 66	0.035	0.27	0.49	139.9	0.229	1.2	2.2

June 2012	Indicated	547.70	20.67	0.054	0.27	0.51	363.9	0.945	3.3	6.1
June 2012	Inferred	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	0.49
June 2011	Inferred	32.44	19.54	0.048	0.27	0.56	168.41	22.07	0.033	0.27	0.47
June 2012	Indicated	276.30	21.94	0.074	0.29	0.49	271.40	19.37	0.033	0.26	0.53
June 2012	Inferred	15.87	17.36	0.051	0.19	0.38	118.46	21.62	0.033	0.24	0.41

		Combined Areas (above cutoff)					Contained Metal
NSR 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	6.1
$6.00	Inferred	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	4.9
$10.00	Inferred	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	3.6
$15.00	Inferred	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	2.7
$20.00	Inferred	27.53	50.55	0.049	0.45	0.71	44.7	0.043	0.3	0.4

Year Ended	March 31, 2012 (IFRS)	March 31, 2011 (IFRS)
Working Capital	58,048,017	19,608,972
Deficit	62,899,323	50,010,304

	Payment due by period
	Total		<1 year		1-3 Years		3-5 years		More than 5 years
Consulting 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	$	-

Name and Present Position with the Company	Principal Occupation	Director/Officer Since

William Glasier Director	Mining executive; President of Mill Bay Ventures Inc., Director of Bralorne Gold Mines Ltd.	May 22, 1990

Gary 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, 2005

Ron Tremblay Director, Chief Executive Officer and President	President & CEO of Levon Resources Ltd.	September 7, 2006

David 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, 2006

Victor Chevillon Director and V.P. Exploration	Certified Professional Geologist; President of Chevillon Exploration Consulting.	September 6, 2007

Ron 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, 2010

Robert Roberts Director	CEO and co-owner of Channel Control Merchants, LLC	September 23, 2011

Carlos H Fernandez Mazzi Director	President and CEO of Dicon Gold Inc.	May 15, 2012

Annie Cchan Chief Financial Officer	Chief Financial Officer of Bralorne Gold Mines Ltd.	March 26, 2012

Lisa 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, 2008

Dorothy 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

Compensation Element	Description	Compensation Objectives
Annual Base Salary (all NEOs)	Salary is market-competitive, fixed level of compensation	Retain qualified leaders, motivate strong business performance
Incentive Bonuses	Discretionary cash payment	Reward individual performance in achieving corporate goals
Incentive 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