Apr. 13, 2010 (Filing Services Canada) -- Vendome Capital II Corp. (VDR - TSX Venture), a capital pool company, has closed its qualifying transaction previously announced on September 8, 2009 (the "Transaction") and TSX Venture Exchange (the "Exchange") is expecting to issue its Final Exchange Bulletin ("FEB").
The Transaction permits the Corporation to earn a 51% interest in the Guibord Property (the "Property") as described below, upon the payment of CA$25,000, of which $10,000 has already been made, and the issuance of 600,000 common shares of Vendome to Richmond Minerals Inc. ("Richmond") within one year of receiving the FEB, as well as incurring a minimum of CA$250,000 in exploration expenditure within 2 years of the FEB.
Concurrently with the closing of the Transaction, the Corporation raised $535,000 via a debt issuance. The terms of the debenture financing are for a term of 18 months, bearing no interest, are not convertible in to common shares of the Corporation and provide for the issuance of 1,900,000 purchase warrants (the "Purchase Warrants"). Each Purchase Warrant entitles the holder to purchase one common share of the Corporation at a price of $0.15 per common share until October 11, 2011. A $10,000 commission has been paid to Norstar Securities LP, as well as a corporate finance fee of 315,000 broker warrants ("Broker Warrant"). Each Broker Warrant entitles the holder to purchase one common share of the Corporation at a price of $0.15 per common share until October 11, 2011. The net proceeds of the offering will be used for the continued development, exploration and general working capital of the resulting issuer.
The Corporation is planning to file articles of amendment to change its name to "Vendome Resources Corp." (the "Proposed Name Change"). The Proposed Name Change was approved by the Corporation's shareholders at a special meeting of shareholders that was held on June 9, 2009.
Information about the Property
The Property is located in the Abitibi Greenstone belt, which hosts the Porcupine and Kirkland Lake mining camps. The Property is approximately 1,280 acres (518 hectares) in size and consists of 32 unpatented mining claims within the confines of four claim block numbered 1200195 to 12001198 inclusive. The blocks are located in the northwest quarter of Guibord Township, Larder Lake Mining Division, District of Cochrane, Ontario.
The Property lies approximately 80 kilometres east of the City of Timmins, 16 kilometres east of the Town of Matheson and 45 kilometres northwest of the Town of Kirkland Lake. The Property's approximate centre is located at 48 degrees 31 minutes North Latitude and 80 degrees 14 minutes West Longitude.
Direct access to the Property is via Provincial Highway 101, east from Matheson, to where it crosses the northeast corner of claim 1200195. Access to the central part of the Property is by a bush road that starts at Highway 101 and runs south through the Property from the centre of the north boundary of claim 1200195.
In 1946, Gui-por Gold Mines drilled two holes on the Property (claim 1200196) that intersected lamprophyre, sediments with pyrite, quartz-carbonate veins and pyrrhotite. No values were reported. Also in 1946 Hislop Gold Mines drilled one hole in the north half of claim 1200198 that intersected quartz veins with pyrite in sediments and syenite and, again, no values are reported. In 1950, Broulan Porcupine Mines drilled a hole into a diabase dike. The collar of the hole was located about 400 metres (1,320 feet) south of Hwy 101 on claim 1200195. Between 1984 and 2000 a number of companies explored an auriferous occurrence referred to as the Pangea deposit or Fenn-Gibb property. This deposit is found within lots 6 and 7, Concession VI, Guibord Township, immediately south of Highway 101. The Fenn-Gibb property adjoins the Property claim 1200195, to the east.
Between March, 1994 and March, 1996 Tandem Resources Ltd. and NAR Resources Ltd. funded the following work on the Property for the results of which are all on file with the Ontario Ministry of Northern Development and Mines and available for public scrutiny.
The exploration objective of the foregoing drilling programs was to locate economic concentrations of auriferous mineralization hosted in sub-vertical sheared or fracture-related zones. The geophysical objectives were to locate and delineate, zones of metallic mineralization by their electromagnetic responses and magnetic signatures.
This work included the following: 61.6 kilometres of line-cutting over the entire property; 61.6 kilometres of magnetic and 61.525 kilometres of VLF-EM (very low frequency electromagnetic) surveys over the entire Property; Induced Polarization (IP) and Resistivity surveys which included the collection and processing of 32 line kilometres over claims 1200195 and 1200196, and the west half of claim 1200197; 372 metres of reverse circulating drilling; and 18,051 feet (5502 metres of diamond drilling). This programme confirmed that gold, intimately associated with pyrite, frequently occurs on the Property but failed to delineate an economic deposit.
In January 2006, Richmond acquired the Highway 101 Property from Tandem Resources Ltd. In the spring and summer of 2006, Richmond focused its exploration work on claim 1200195 by completing 31 kilometres of line-cutting and total field magnetic surveying, followed by 1,047 lineal metres of diamond drilling in four holes. Anomalous zones of gold were identified in three of the four holes drilled during this programme. The gold values obtained during this drilling programme were sub-economic.
These findings have been confirmed in a National Instrument 43-101 compliant geological report of the Property provided by Mr. M.W. Rennick, P.Eng. Mr. Rennick is independent of the Corporation and Richmond. That report and this press release was reviewed by Mr. Stanley Hawkins who is a Qualified Person as defined within National Instrument 43-101.
Vendome Resources Corp.
The Corporation intends to be engaged in the exploration and, if warranted, the development and mining of the Property as well as the acquisition, exploration and potential development of other mineral resource properties.
The common shares of the Corporation will continue to be traded on the Exchange and the symbol will change from "VCT.P" to "VDR".
The board of directors and officers of the Corporation are now comprised of the following individuals:
> Franz Kozich-Koschoitzky Director and Chief Executive Officer
> Paul Russell Ankcorn Director and Chief Financial Officer
> J. Andrew McQuire Non-Executive Director
> James W.G. Turner Non-Executive Director
Following the close of the Transaction, the capital structure of the Corporation is as follows:
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Holders Common Shares
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Common share issued and outstanding 7,100,00
Incentive stock options 607,000
Common shares reserved for issuance
to Richmond, to be issued within
12 months of the FEB 200,000
Share Purchase Warrants 1,900,000
Broker Warrants 315,000
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Total 10,122,000
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Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
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."
For more information, please contact:
Franz Kozich Claude Ayache
Vendome Capital II Corp. Exadyn Consultants Inc.
T: (416) 603 - 2114 ext. 221 T: (416) 667 ? 0909
E: vendome@exadyn.com
VENDOME CAPITAL II CORP.
133 Richmond Street West, Suite 403
Toronto Ontario M2H 2L3
T: (416) 667 - 0909
vendome@exadyn.com
Source: Vendome Capital II Corp. (VDR-TSX-V)
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