Let's try that again...Vaaldiam announces C$19 million underwritten private placement financing
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FORDISSEMINATION IN THE UNITED STATES/VAA-TSXTORONTO, July 19 /CNW/ - Vaaldiam Resources Ltd. ("Vaaldiam") (TSX-VAA)is pleased to announce that it has entered into an agreement with CanaccordCapital Corporation (the "Underwriter"), which has agreed to purchase, on anunderwritten private placement basis, 21,500,000 subscription receipts of theCompany (the "Subscription Receipts") at a price of Cdn
.90 per SubscriptionReceipt (the "Issue Price") for aggregate gross proceeds to Vaaldiam ofCdn$19,350,000 (the "Offering").Each Subscription Receipt shall be deemed to be exchanged, withoutpayment of any additional consideration and subject to adjustment, for one (1)unit of Vaaldiam (each a "Unit") on the earlier to occur of: (i) the EscrowRelease Time (as defined below); and (ii) the Final Escrow Deadline (asdefined below), in respect of the Subscription Receipts which remainoutstanding after giving effect to the return of the Escrowed Funds (as hereindefined) provided for below. Each Unit will be comprised of one common shareof the Company (each an "Underlying Share") and one-half of one common sharepurchase warrant (each whole warrant, an "Underlying Warrant"). EachUnderlying Warrant shall entitle the holder thereof to subscribe for oneadditional common share of the Company (a "Warrant Share") at an exerciseprice of $1.20 per Warrant Share at any time prior to the day that is24 months from the Closing Date (as herein defined) of the Offering.Vaaldiam plans to use the net proceeds of the Offering to advanceVaaldiam's projects, including those proposed to be acquired pursuant to theplanned acquisition by the Company of all of the outstanding shares of(i) Elkedra Diamonds NL (the "Elkedra Transaction"), and (ii) Great WesternDiamonds Corp. (together with the Elkedra Transaction, the "Acquisitions") andfor general corporate working capital purposes. The Acquisitions are describedin more detail in the press release of Vaaldiam dated July 3, 2007.Upon the closing of the Offering, 25% of the gross proceeds of theOffering shall be delivered to Vaaldiam, with the remaining 75% (the "EscrowRatio") of the gross proceeds of the Offering to be deposited in escrow (the"Escrowed Funds").The Escrowed Funds will be released from escrow to Vaaldiam (afterdeducting the applicable Underwriters' commission) immediately following theclosing of the Elkedra Transaction (the "Escrow Release Time"), provided thatthe following conditions (the "Escrow Release Conditions") have been satisfiedbefore the Escrow Release Time:<<a) all conditions precedent to the closing of the Elkedra Transactionshall have been satisfied or waived to the satisfaction of theUnderwriter, acting reasonably; andb) to the extent required in accordance with the rules of the TorontoStock Exchange (the "TSX"), the Elkedra Transaction and the issuanceof the Units pursuant to the Offering, shall have been approved bythe shareholders of Vaaldiam.>>In the event that either (i) the Escrow Release Conditions are notsatisfied by the Escrow Release Time, or (ii) the closing of the ElkedraTransaction does not occur on before 110 days after the Closing Date (the"Final Escrow Deadline"), the Escrowed Funds, plus any accrued interest earnedthereon, shall be returned pro rata to each holder of the SubscriptionReceipts in exchange for that number of Subscription Receipts held by suchholder multiplied by the Escrow Ratio.The Subscription Receipts will be offered in each of the provinces ofCanada, offshore jurisdictions, and in the United States on a privateplacement basis pursuant to an exemption from the requirements of the UnitedStates Securities Act of 1933, as amended. Subject to restrictions in respectof sales from control blocks, the Subscription Receipts and the UnderlyingShares will be subject to a four month hold period in Canada.The Offering is scheduled to close on or about August 15, 2007 and issubject to certain conditions including, but not limited to, the receipt ofall necessary approvals including the approval of the TSX.