Vaaldiam Resources Ltd.

Vaaldiam Resources Ltd.
Tiomin Resources Inc.

Tiomin Resources Inc.

March 01, 2010 08:00 ET

RiskMetrics Group and Glass Lewis Recommend That Tiomin and Vaaldiam Shareholders Each Vote "FOR" the Acquisition of Vaaldiam by Tiomin

TORONTO, ONTARIO--(Marketwire - March 1, 2010) - Tiomin Resources Inc. ("Tiomin") (TSX:TIO) and Vaaldiam Resources Ltd. ("Vaaldiam") (TSX:VAA) jointly announced today that RiskMetrics Group (formerly Institutional Shareholder Services or "ISS") and Glass, Lewis and Co. have each formally recommended that their subscribers vote "FOR" the proposed plan of arrangement agreement for Tiomin to acquire, all of the outstanding common shares of Vaaldiam in an all-share transaction (the "Transaction") on the basis of 0.80 of a Tiomin common share for each Vaaldiam common share. Following completion of the Transaction, and subject to regulatory approvals, Vaaldiam will be a wholly-owned subsidiary of Tiomin with Vaaldiam's existing shareholders owning approximately 30% of Tiomin. Full details of the proposed transaction are set forth in the joint information circular and disclosure booklet prepared in connection with the special shareholder meetings of each of Tiomin and Vaaldiam which have been mailed to shareholders and which are available at RiskMetrics and Glass Lewis are leading providers of proxy research and voting recommendations to institutional investors in Canada and the United States.

Robert Jackson, Tiomin's President and CEO, said today: "We are pleased that these leading independent proxy research firms have supported what the boards of both companies believe to be true – that this combination is in the best interests of the shareholders of both companies."

Ken Johnson, President and CEO of Vaaldiam, commented: "The support of these independent third parties, following their careful review of the proposed transaction, is welcome. It is important that shareholders don't delay and vote FOR the proposed transaction."


Tiomin will hold a special meeting of shareholders to approve certain matters related to the proposed plan of arrangement on March 15, 2010 at 11:00 a.m. (Toronto time) at the offices of Stikeman Elliot LLP, 53rd Floor, Commerce Court West, 199 Bay Street, Toronto, Ontario.

Vaaldiam will also hold a special meeting of shareholders to approve certain matters related to the proposed plan of arrangement on March 15, 2010 at 10:00 a.m. (Toronto time) at the offices of Fogler Rubinoff LLP, 95 Wellington Street West, Suite 1200, Toronto, Ontario.

Any questions and requests for assistance may be directed to Tiomin and Vaaldiam's proxy solicitation agent, Kingsdale Shareholder Services at 1-877-657-5857 or by email at

Further details regarding the transaction are set out in the arrangement agreement, which has been filed by Tiomin and Vaaldiam on the SEDAR website at For additional information regarding Tiomin please visit or contact Robert Jackson, President and Chief Executive Officer at (416) 350-3779. For additional information regarding Vaaldiam please visit or contact Ken Johnson, President and Chief Executive Officer at (416) 363-6927.


This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, information concerning the proposed business combination between Tiomin and Vaaldiam and matters relating thereto. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Assumptions upon which such forward-looking information is based include, without limitation, that the shareholders of Vaaldiam will approve the Transaction, shareholders of Tiomin will approve the issuance of shares in connection with the Transaction, that all required third party, court, regulatory and governmental approvals to the Transaction will be obtained and all other conditions to completion of the Transaction will be satisfied or waived and that Vaaldiam's resumption of production will proceed as planned following completion of the Transaction.. Many of these assumptions are based on factors and events that are not within the control of Tiomin and Vaaldiam and there is no assurance they will prove to be correct.

Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include, among others, risks related to international operations; risks related to joint venture operations; actual results of current exploration activities; changes in project parameters as plans continue to be refined, future prices of resources; possible variations in reserves, grade or recovery rates, accidents, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities as well as those risk factors discussed in the Annual Information Form for the year ended December 31, 2008 for each of Tiomin and Vaaldiam available at Although Tiomin and Vaaldiam have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Tiomin and Vaaldiam undertake no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.

This news release and the information contained herein does not constitute an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or exemption from registration.

Contact Information

  • Tiomin Resources Inc.
    Robert Jackson
    President and Chief Executive Officer
    (416) 350-3779
    Vaaldiam Resources Ltd.
    Ken Johnson
    President and Chief Executive Officer
    (416) 363-6927