VHV Valley High Ltd Com

VANCOUVER, Sept. 23 /CNW/ -- /NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ VANCOUVER, Sept. 23 /CNW/ - Valley High Ventures Ltd. ("Valley High", or the "Company") (TSXV Symbol VHV.V) is pleased to announce it has entered into an agreement with Canaccord Genuity Corp. ( the "Underwriter"), under which the Underwriter has agreed to purchase, on a bought deal basis, 10,000,000 Units (the "Units") at a price of CDN$0.75 per Unit for aggregate gross proceeds of CDN$7,500,000 (the "Offering"). Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to subscribe for one additional common share for a period of 18 months from the closing of the Offering at an exercise price of CDN$1.00. In the event that after four months and one day after the closing of the Offering, the volume weighted average trading price of the Company's common shares on the TSX Venture Exchange, for a period of 20 consecutive trading days exceeds CDN$2.00, the Company may, within five days after such an event, provide notice to the warrant holders of early expiry and thereafter, the Warrants will expire on the date which is 30 days after the date of the notice to the warrant holders. The Company will also grant the Underwriter an over-allotment option to purchase up to an additional 3,400,000 Units at the offering price for additional gross proceeds of up to CDN$2,550,000 exercisable 48 hours prior to the closing of the Offering.The Company intends to use the net proceeds of the Offering to conduct exploration on its projects in Mexico and Canada, and for general working capital purposes. The Offering is scheduled to close on or about October 8, 2010 and is subject to certain conditions including, but not limited to, receipt of all required regulatory approvals. The securities issued by Valley High in connection with this Offering are subject to a 4-month "hold period" as prescribed by the TSX Venture Exchange and applicable Canadian securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. About Valley High Ventures Ltd.: Valley High is a Canadian based precious and base metal exploration company with projects located in Mexico, British Columbia and Yukon. The Cordero project in Mexico (49% interest) is being evaluated for large bulk mineable silver, gold, zinc and lead deposits. The Mount Polley project is located in British Columbia adjacent to Imperial Metals Corporation's ("Imperial") Mt. Polley copper-gold mine and includes a production royalty on the Boundary Property, with Imperial. In the Yukon, Valley High has an option to acquire a 100% interest in the Flume gold property which is located within the newly recognized White Gold District. Valdez Gold Inc. has been granted a right to earn up to 75% interest in Valley High's interest in the Flume property. ------------------------------------------------------------------------- VALLEY HIGH VENTURES LTD. "Robert Cameron" Robert Cameron Chief Executive Officer This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Such forward-looking statements or information, including but not limited to those with respect to the prices of copper, estimated future production, estimated costs of future production, permitting time lines, involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of Valley High to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such factors include, among others, the actual prices of copper, the factual results of current exploration, development and mining activities, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in documents filed from time to time with the securities regulators in the applicable Provinces of British Columbia and Alberta. "Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release." please visit Valley High's website at www.valleyhighventures.com or contact Geoff Chater at (604) 614 7830; or Renmark Financial Communications Inc., Barry Mire: bmire@renmarkfinancial.com, Barbara Komorowski: bkomorowski@renmarkfinancial.com, Tel.: (514) 939-3989 or (416) 644-2020, www.renmarkfinancial.com

Copyright