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  Name - Vaaldiam Resources Ltd

    Website - http://www.vaaldiam.com

    Symbol - VAA.RT

    Cusip Number - 918474 12 3

    Expiry Date - Sept. 17, 2008

     News Release

 

Vaaldiam Resources rights offering

2008-08-15 17:35 MT - Rights Offering

TSX bulletin 2008-0928

Rights symbol: VAA.RT
Cusip number for rights: 918474 12 3
Shareholder entitlement: One right for each common share held on the record date.
Terms of the rights: Two rights plus 15 cents for one common share.
Expiry time: 5 p.m. (Toronto time), Sept. 17, 2008
Ex rights date: Aug. 19, 2008
Record date: Aug. 21, 2008
Designated market-maker: National Bank Financial Inc.

Holders of common shares of Vaaldiam Resources Ltd. of record as of the close on Thursday, Aug. 21, 2008, will be granted the right to subscribe for one common share of the company for each two common shares held on such record date at a subscription price of 15 cents per share. The rights are evidenced by transferable rights certificates registered in the name of holders of record on the record date on the basis of one right for each common share held, two rights and 15 cents required to purchase one additional common share. The rights will expire at 5 p.m. (Toronto time) on Sept. 17, 2008.

The common shares will commence trading on an ex distribution basis at the open on Tuesday, Aug. 19, 2008, at which time the rights will be posted for trading on a when-issued basis.

Rights symbol: VAA.RT
Rights Cusip No.: 918474 12 3
Other markets: None
Designated market-maker: National Bank Financial Inc.

The offering of rights is being made to each holder of common shares of record on the record date with an address in each of the provinces and territories in Canada, and in the United Kingdom. Rights certificates will not be forwarded to shareholders who are not residents of an eligible jurisdiction. The company will notify ineligible shareholders that the rights certificates to which they are entitled will be issued to and held by Equity Transfer & Trust Co. as agent for the benefit of such shareholders. Rights of ineligible holders will be held until 5 p.m. (Toronto time) on Sept. 5, 2008, in order to provide beneficial holders of common shares outside the United States the opportunity to claim their rights certificates by demonstrating to the subscription agent that the exercise of their rights will not be in violation of the laws of the applicable jurisdiction. After Sept. 5, 2008, the subscription agent will use its best efforts to sell the rights evidenced by the rights certificates, and any net proceeds from the sale of such rights will be paid to the ineligible shareholders on a pro rata basis by cheque. Amounts of less than $20 will not be remitted. Holders of rights certificates may subscribe for common shares by completing Form 1 on the face of the certificate and delivering it together with payment of 15 cents per common share subscribed for to the principal office of the subscription agent in Toronto so as to be received there prior to the expiry time.

Fractional securities will not be issued upon the exercise of rights. A holder of a rights certificate who has fully exercised all of the rights evidenced by such certificate will be entitled to subscribe for additional common shares, if available, at a price of 15 cents per share, by completing Form 2, as well as Form 1 on the face of the rights certificate and forwarding such certificate to the subscription agent so as to be received there prior to the expiry time, together with payment for each share subscribed for under the basic subscription right as well as for each share sought under the additional subscription privilege. If the total number of common shares subscribed for under the additional subscription privilege exceeds the number of shares available, the available shares will be allotted on a pro rata basis. If a participant in the additional subscription privilege is allotted a number of shares less than the number specified in Form 2 by such subscriber, the subscription agent will refund the excess of the total subscription price paid by such participant.

It is anticipated that the rights offering prospectus and the rights certificates will be mailed to shareholders on or about Aug. 27, 2008. The rights offering prospectus discloses that the company has retained Canaccord Capital Corp. as dealer manager to form and manage a soliciting dealer group to solicit subscriptions to the rights offering. The company will pay each member of the soliciting dealer group a fee of 0.1 cent per common shares taken up and paid for subject to a minimum fee of $10 and a maximum fee of $1,500 from any one beneficial holder. No fee will be paid in respect of an exercise of fewer than 10,000 rights by any one beneficial holder.

Mandatory trading and settlement rules

Trade dates Settlement dates

Sept. 12, 2008, Sept. 16, 2008
Sept. 15, and Sept. 16, 2008 Cash next day
Sept. 17, 2008 Cash same day
All trades on Sept. 12, 2008, will be for special settlement on Sept. 16, 2008. These trades will appear on the CDS settlement report and will be recorded with a settlement date of Sept. 16, 2008.
All trades on Sept. 15 and 16, 2008, will trade for cash settlement the following business day. Trades on Sept. 17, 2008, from the open to noon will be for same-day cash settlement.
Selling participating organizations must have the rights that are being sold in their possession or owed to them through clearing prior to such sale.
Should fail positions exist on the expiry date, purchasing participating organizations have the option of paying for the rights purchased and demanding delivery of the securities into which the rights are exercisable. Reference should be made to Rule 5-303. Such demand shall be made before 4 p.m. on the expiry date of Sept. 17, 2008.
Investors should contact their brokers for information or advice on their investment.