Apr. 9, 2010 (Filing Services Canada) -- Vendome Capital II Corp. (VCT.P - TSX Venture), a capital pool company, is pleased to announce that it filed an amended Filing Statement on SEDAR regarding its proposed qualifying transaction that was previously disclosed in its September 8, 2009 (the ?Transaction?) press release for which it received conditional approval from the TSX Venture Exchange (the ?Exchange?) in December 2009 and for which the original Filing Statement was filed on SEDAR January 28, 2010 (the ?Original Filing Statement?).
Upon completion of the Transaction, the Corporation will have executed an Earn in Option Agreement (?Agreement?) with Richmond Minerals Inc. (?Richmond?). The Agreement will permit Vendome to earn a 51% interest in the Guibord Property (the ?Property?) as described in the Original Filing Statement, upon the payment of CA$25,000 and 600,000 common shares of Vendome to Richmond within one year of receiving the Final Exchange Bulletin, as well as incurring a minimum of CA$250,000 in exploration expenditures within 2 years of the Final Exchange Bulletin.
The Corporation previously contemplated completing an equity offering of up to 4,283,217 common shares and 4,283,217 common share purchase warrants in conjunction with the Transaction, as more particularly set out in the Original Filing Statement. The Pro Forma Financial Statements of the Corporation, dated August 31, 2009, contained in the Original Filing Statement were prepared in contemplation of the completion of this unit offering.
The Corporation now proposes to complete a debenture financing of $535,000 as more particularly described in the amended Filing Statement (the ?Debenture Financing?). The salient terms of the Debenture Financing would be for a term of 18 months, bearing no interest and with the issuance of 1,900,000 purchase warrants (the ?Purchase Warrants?) to investors. Each Purchase Warrant would entitle 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% commission up to $10,000 will be paid to Norstar Securities LP, as broker for the Debenture Financing as well as a corporate finance fee of 315,000 broker warrants (the ?Broker Warrants?). Each Broker Warrant would entitle 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 Debenture Financing will be used for the continued development, exploration and general working capital of the Corporation.
Final Exchange approval of the Transaction is subject to a number of conditions, including the Corporation completing the Debenture Financing which the Corporation anticipates closing on April 12, 2010.
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 filing statement and amendments thereof 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:
James Turner
Vendome Capital II Corp.
T: (514) 735-2633
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. (VCT-TSX-V)
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