Vaaldiam Resources Ltd.

Vaaldiam Resources Ltd.

February 23, 2010 22:47 ET

Vaaldiam Adds Item of Business to Be Considered by Shareholders at Meeting

TORONTO, ONTARIO--(Marketwire - Feb. 23, 2010) - Vaaldiam Resources Ltd. (TSX:VAA) ("Vaaldiam") announced today that it will be filing on SEDAR and mailing to shareholders a revised notice of meeting, proxy and supplement to its management proxy circular previously mailed to shareholders in connection with the special meeting of shareholders to be held in Toronto on March 15, 2010.

The additional item of business relates to a proposed reduction of Vaaldiam's stated capital (the "Stated Capital Reduction") to be effected pursuant to section 38 of the Canada Business Corporations Act ("CBCA").

Vaaldiam believes that it is necessary and desirable in order to proceed with the plan of arrangement under the CBCA with Tiomin Resources Inc. ("Tiomin") to first reduce the stated capital account for the Vaaldiam common shares by $125,000,000. Under the CBCA a corporation is prohibited from effecting a fundamental change in the nature of an arrangement where the realizable value of the assets of the corporation are less than the aggregate of its liabilities and stated capital of all classes. No amount of money will be paid to Vaaldiam shareholders as part of the Stated Capital Reduction. The purpose of the proposed Stated Capital Reduction is to ensure that the realizable value of Vaaldiam's assets are not less than the aggregate of its liabilities and stated capital of all classes, thereby rendering the arrangement permissible under the CBCA.

The Stated Capital Reduction will not give rise to any adverse tax consequences to Vaaldiam Shareholders.

Vaaldiam has obtained an order from the Ontario Superior Court of Justice (Commercial List) abridging the time required to mail the revised notice of meeting, proxy and supplement. It is anticipated that such materials will be mailed to shareholders no later than March 1, 2010 and will be filed on today.


Vaaldiam Resources Ltd. is a Canadian-based diamond mining and exploration company with two mines in Brazil and advanced-staged diamond exploration projects in Brazil and Canada. For additional information regarding Vaaldiam please visit

This press release contains certain forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" 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 statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors 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. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Contact Information

  • Vaaldiam Resources Ltd.
    Ken Johnson
    President and CEO
    (416) 363-6927
    Vaaldiam Resources Ltd.
    Cintia Zanellato
    Corporate Secretary
    (416) 363-6927