Sep. 8, 2009 (Filing Services Canada) -- Vendome Capital II Corp. (VCT.P - TSX Venture), ("Vendome" or the "Corporation"), a capital pool company, entered into an Earn in Option Agreement ("Agreement") on August 31, 2009 with Richmond Minerals Inc. ("Richmond"). Vendome may 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. The deemed price of the common shares of the Corporation is $0.10 per common share for a total deemed value of $85,000. 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.
Following completion of the Transaction, the Corporation will file articles of amendment to change its name to "Vendome Resources Corporation", or such other name as may be accepted by relevant regulatory authorities (the "Proposed Name Change"). The Proposed Name Change was subject to approval by the Corporation's shareholders at a special meeting of the shareholders of the Corporation that was to be held June 9, 2009 and was approved.
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. (NAR) 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 Minerals 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.
Resulting Issuer
Upon completion of the Transaction, the resulting issuer will be engaged in the exploration and, if warranted, development and mining of the above mentioned property as well as the acquisition, exploration and potential development of mineral resource properties.
The Transaction is not a Non Arm's Length Qualifying Transaction (as defined in Policy 2.4 of the Exchange). No insiders, directors or officers of the Corporation have any interest in the Property nor are there any common directors or officers between the Corporation and Richmond. The Transaction will not be subject to approval by the shareholders of Vendome.
It is proposed that the board of directors and officers of the resulting issuer following the closing of the Transaction will be comprised of the following individuals:
> Franz Kozich-Koschoitzky, Vienna, Austria
Director, and Chief Executive Officer
> Paul Ankcorn, Toronto, Ontario, Canada
Director, Chief Financial Officer and
> J. Andrew McQuire, Mississauga, Ontario, Canada
Non-Executive Director
> James W.G. Turner, Montreal, Quebec
Non-Executive Director
The following is a brief description of the background of each person or company that is expected to be an insider of the resulting issuer.
Mr. Franz Kozich-Koschitzky studied communications in 1969. He spent one year in Cardiff, UK expanding his knowledge in electronics. In 1972, he received his trading business licenses and started a wholesale and retail business in the fashion and textile business. In early 1991, he started to focus on venture capital business in junior mining companies trading on the Toronto Stock Exchange and the TSX Venture Exchange. Since 2005, he has been serving on the board of Richmond Minerals Inc. as an independent director. He is also a board member of ArtKing Engineering Ltd., a Hong Kong based mining exploration company, responsible for public relations, and will continue to serve in such capacity following the completion of the proposed qualifying transaction.
Mr. Paul R. Ankcorn is currently the Chief Financial Officer for Cuervo Resources Inc., a mining exploration company. During the past five years, Mr. Ankcorn has served as CFO and director of Shield Gold Inc., from 2005 to the present, as President and CFO of Trelawney Resources Inc. (formerly Terex Resources Inc.), a mining exploration company, from October 2001 to June 2005, as President of Richmond Minerals Inc., a mining exploration company, from September 1998 to October 2001, and as President of Southern Star Resources Inc. from July 1997 to October 2001. Mr. Ankcorn also has experience in serving in various management capacities with other mining exploration companies, including as President of Bewani Pacific Minerals Corp. from 1996 to 1997 and V.P. Finance of Northfield Minerals Inc. from 1989 to 1996. Mr. Ankcorn is currently a director of Vendome, Eloro Resources Inc., NFX Gold Inc., Richmond Minerals Inc., Remington Resources Inc. and Shield Gold Inc. He also serves as President of Richmond Minerals Inc. and Remington Resources Inc.
Mr. J. Andrew McQuire received a mining engineering degree from Queen's University in 1970 and went on to earn his masters degree in mining engineering in 1974, and a CMA in 1980. Between 1972 and 1978, Mr. McQuire worked with Placer Dome as a mining engineer. He went on to join Sunlife Financial as a portfolio manager and analyst until 1987, and was a senior gold analyst with RBC Financial Group until 1990. Mr McQuire joined Broad Oak Associates as Executive Vice President until 1996. Since 1996, Mr. McQuire has worked as a private consultant and is a director of a number of public companies.
James W.G. Turner, age 45, is a self-employed consultant and entrepreneur with over 18 years of experience founding and growing technology and service companies. His track record includes being one of the founding officers of two companies, including LMS Medical Systems Ltd., a private company in which he was Vice President, Sales and Marketing, from 1993 to 2001. This company subsequently went public through an acquisition with a CPC in 2004, with resulting issuer, LMS Medical Systems Inc., being listed on the Exchange (TSXV: LMS). Prior to the creation of LMS, Mr. Turner created Raymark Xpert Business Systems in 1987. In 2005, Mr. Turner became a founding executive team member of VideoPresence Inc., a private company that is bringing to market a video conferencing system. Mr. Turner was also a director of Vendome Capital Corp a CPC company which closed its qualifying transaction in August 2008 and now trades as Axiotron Corp. under the symbol AXO. Mr. Turner has had a wide range of real world experience that includes leading software development teams, creating/designing and performing product requirements analysis, system requirements and supervising implementation and development for a wide range of products and running corporate operations for numerous companies. Mr. Turner is also a director of Right Stuff of Tahoe Inc., a private company in the business of computer imaging, since 1998. Mr. Turner obtained a Bachelor of Science from McGill University in 1987. He will devote approximately 5-10% of his time to the affairs of the Corporation.
The Transaction is subject to a number of approvals and conditions, which include the following:
> Satisfactory completion of the due diligence of the Property by Vendome;
> Completion of the Private Placement (as defined below);
> Regulatory approval (including approval of the Exchange); and
> Execution of an option agreement between Vendome and Richmond.
Pursuant to Exchange Policy 2.4, the Corporation has advanced $10,000 to Richmond of which $5,000 is non-refundable deposit, unsecured deposit or advance to preserve the property. The remained, being $5,000 is to be returned should the transaction not close.
It is anticipated that a non-broker sponsored concurrent financing (the "Offering") will close with the Transaction. To date no sponsor has been engaged. The Offering is for up to 5,250,000 units at $0.10 per unit where each unit is comprised of one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase one additional common share of the corporation at $0.12 per share for a period of up to 24 months following the close of the Transaction and $0.20 for the following 36 months. The proceeds from such a financing would be applied to fund the exploration activities that will be conducted on the Property in accordance with the recommendations included in the Technical Report and follow up exploration plans. The resulting issuer is anticipated to use the cash balance at closing of approximately $225,000 and the proceeds of the Offering as follows:
Transaction costs $ 150,000
Exploration 250,000
General working capital 350,000
$ 750,000
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:
Number of Shares Basic Fully
% Diluted %
Vendome Shareholders 6,700,000 54.47 36.70
Shares Issued for the
Property 600,000 4.88 3.29
Shares Issued pursuant to
the concurrent financing 5,250,000 40.65 27.39
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12,550,000 100.00 67.38
Shares issuable pursuant
to the exercise of
incentive options 607,000 3.31
Shares issuable pursuant to
the exercise of warrants
under the current financing 5,250,000 27.39
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18,407,000 100.00 100.00
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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.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents 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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