Vaaldiam Resources Ltd.

Vaaldiam Resources Ltd.

February 08, 2010 18:30 ET

Vaaldiam Receives Interim Order for Transaction With Tiomin and Provides Update Regarding Previously Announced Unsolicited Take-Over Bid

TORONTO, ONTARIO--(Marketwire - Feb. 8, 2010) - Vaaldiam Resources Ltd. (TSX:VAA) announced today that it obtained an interim order from the Ontario Superior Court of Justice (Commercial List) with respect to Vaaldiam's previously-announced Plan of Arrangement with Tiomin Resources Inc. ("Tiomin") (TSX:TIO) (see press release dated January 18, 2010). Pursuant to the plan of arrangement Tiomin will acquire all of the outstanding common shares of Vaaldiam in an all-share transaction on the basis of 0.80 Tiomin common share for each Vaaldiam common share (the "Plan of Arrangement"). Following completion of the Plan of Arrangement, and subject to regulatory approvals, Vaaldiam will be a wholly-owned subsidiary of Tiomin with Vaaldiam's existing shareholders owning approximately 30% of Tiomin.

The interim order, among other things, authorizes Vaaldiam to call and hold a special meeting of Vaaldiam's shareholders to consider the Plan of Arrangement with Tiomin. In accordance with the interim order, the special meeting of shareholders will be held in Toronto on March 15, 2010, with a record date at the close of business on February 9, 2010.

In connection with the special meeting, Vaaldiam expects to mail a detailed management proxy circular (the "Circular") to Vaaldiam's shareholders shortly after the February 9 record date. The Circular will include the unanimous recommendation of Vaaldiam's Board that shareholders vote for the Arrangement with Tiomin, as well as a fairness opinion of Fraser Mackenzie Limited, Vaaldiam's financial advisor.

Unsolicited Take-Over Bid

Vaaldiam also advises that, despite repeated attempts, it has not been able to obtain any further information from Mr. Michael Bailey regarding the proposed hostile take-over bid that was announced on February 1, 2010.

Based on Vaaldiam's review of public information it notes that Dunn Capital Partners, a group referenced in Mr. Bailey's February 1, 2010 press release, is alleged to have been involved in issuing a news release containing false or misleading information in respect of a financing involving Emgold Mining Corporation as set forth in a press release of Emgold Mining Corporation dated October 27, 2009. Although Vaaldiam does not have first hand knowledge of the facts surrounding this matter or the other matters referenced therein, this disclosure combined with the irregularities in Mr. Bailey's press release of February 1, 2010, and the fact that Vaaldiam has not been able to obtain any further details from Mr. Bailey or Dunn Capital Partners regarding his proposed transaction, give Vaaldiam serious doubts as to its legitimacy.

Based on the foregoing, at this time Vaaldiam would caution investors not to place undue reliance on the proposed unsolicited take-over bid when considering an investment in Vaaldiam shares.


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, or contact Ken Johnson, President and CEO at (416) 363-6927.

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