Sep. 14, 2009 (Filing Services Canada) -- Vendome Capital II Corp. (VCT.P - TSX Venture), a capital pool company, announced on September 8, 2009 that it had entered into an Earn in Option Agreement ("Agreement") on August 31, 2009 with Richmond Minerals Inc. ("Richmond"). The Agreement permits Vendome to earn a 51% interest in the Guibord Property as described below, 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 expenditure within 2 years of the Final Exchange Bulletin. Following further consultation with the Exchange the deemed pricing will be $0.11 per common shares of the Corporation for a total deemed value of $91,000. The Transaction shall serve as the Corporation's Qualifying Transaction, as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange") subject to the approval by the Exchange.
Concurrently with the completion of the proposed Qualifying Transaction, Vendome plans to complete a financing of up to $525,000, consisting of $350,000 flow through financing and $175,000 hard cash financing. The proposed terms of the concurrent financing are as follows.
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Type Flow-Through Hard Cash
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Unit Price CA$ 0.13 CA $0.11
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Number of 2,692,308 1,590,909
units
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Units are 1 common share and 1 common share and
comprised 1 share purchase warrant 1 share purchase
of warrant
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Share Entitles the holder to Entitles the holder to
purchase purchase one additional purchase one additional
warrant share at $0.15 within share at $0.15 within
2 years of the Final 2 years of the Final
Exchange Bulleting and Exchange Bulleting and
at $0.20 for the at $0.20 for the
following 3 years following 3 years
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Furthermore, it was stated that Mr. Paul R. Ankcorn was both previously and currently the President of Richmond.Mr. Ankcorn is currently neither a director nor an Officer of Richmond as he resigned as a director and President in May 2008.
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 blocks numbers 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 (1320 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 Highway 101 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 Highway 101 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 programmes 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 of 2006, Richmond acquired the Highway 101 Property from Tandem Resources. In the spring and summer of 2006, Richmond focused exploration work on claim 1200195. 31 kilometres of line-cutting and total field magnetic surveying were completed, 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, however the economic potential of the Property remains substantial because several promising targets have yet to be tested.
This conclusion has been confirmed in a National Instrument 43-101 compliant geological report of the Highway 101 property provided by M.W. Rennick, P.Eng.
The Corporation has currently has approximately $240,000 in cash, unaudited as of the date of this press release, and 6,700,000 common shares issued and outstanding, of which 3,200,000 are held in escrow. Upon completion of the Transaction, the share capital of the Corporation is anticipated to be as follows:
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Number of Basic Fully
Shares % Diluted %
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Vendome Shareholders 6,700,000 54.84 36.70
Shares Issued for the Property 600,000 5.18 3.29
Shares Issued pursuant to the
flow through financing 2,692,308 23.24 16.34
Shares Issued pursuant to the
hard cash financing 1,590,909 13.73 9.66
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12,550,000 100.00 70.31
Shares issuable pursuant to the
exercise of incentive options 607,000 3.68
Shares issuable pursuant to the
exercise of warrants under the
flow through financing 2,692,308 16.34
Shares issuable pursuant to the
exercise of warrants under the
hard cash financing 1,590,909 9.66
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16,473,434 100.00 100.00
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Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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:
James Turner
Vendome Capital II Corp.
T: (514) 735-2633
E: vendome@exadyn.com
Source: Vendome Capital II Corp. (VCT-TSX-V)
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