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Vaaldiam Closes $7,500,000 Private Placement of Special Warrants.


TORONTO -- Vaaldiam Resources Ltd. (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
 VENTURE:VAA VAA Virgin Atlantic Airways
VAA Vaasa, Finland - Vaasa (Airport Code)
VAA Voice Activated Assistant
VAA Visual Arts Association
VAA Viatical Association of America
VAA Visual Access Angle
) announced today that it has closed its previously disclosed bought deal private placement offering of Non Flow-Through and Flow-Through Special Warrants for aggregate gross proceeds of $7,500,000. The offering, which was comprised of 7,777,778 Common Share Special Warrants issued at a price of $0.90 per Common Share Special Warrant and 476,191 Flow-Through Special Warrants issued at a price of $1.05 per Flow-Through Special Warrant, was fully subscribed Fully Subscribed

A situation in which an underwriting firm has successfully sold to investors all of its available issues of a public offering of securities. When the issue is fully subscribed, the underwriter's risk of being undersubscribed (being unable to sell its allotment of
 including the underwriters' over-allotment option.

Each Common Share Special Warrant is exercisable into one Common Share of Vaaldiam at no additional cost and each Flow-Through Special Warrant is exercisable into one Flow-Through Common Share of Vaaldiam at no additional cost. The Special Warrants shall be exercisable by the holders thereof at any time and will be automatically exercised at 5:00 p.m. EST on the earlier of the following dates: (i) the third business day after a receipt is issued by the last of the securities regulatory authorities in each of the jurisdictions in Canada in which purchasers of the Special Warrants are resident for a final prospectus Final Prospectus

A legal document stating the price of a newly issued security, the delivery date, and other facts that are important for investors.

Notes:
The final prospectus must be given to every investor who purchases a new issue of registered securities.
 qualifying the Common Shares and Flow Through Common Shares to be issued upon exercise of the Special Warrants; and (ii) the date which is four months and one day after the closing date. If Canadian provincial securities regulators have not issued a receipt for a final prospectus within 60 days of closing, the holder of each Common Share Special Warrant shall be entitled to acquire 1.1 Common Shares and the holder of each Flow-Through Special Warrant shall be entitled to acquire 1.1 Flow-Through Common Shares.

Proceeds of the offering will be used to advance the Brauna and Duas Barras Duas Barras is a municipality located in the Brazilian state of Rio de Janeiro. Its population was 10,622 (2005) and its area is 375 km².[1] References

1. ^ IBGE - [1]
 projects in Brazil, the Hotish property in Quebec and for general corporate purposes.

Wellington West Capital Markets Inc. acted as lead underwriter Lead underwriter

The head of a syndicate of financial firms that are sponsoring an initial public offering of securities or a secondary offering of securities. Could also apply to bond issues.
 for the offering together with a syndicate comprised of National Bank Financial Inc. and Westwind Partners Inc.

About Vaaldiam

Vaaldiam is a Canadian based diamond exploration company primarily involved in the exploration and development of the 247,085 hectare Pimenta Bueno Pimenta Bueno is a municipality located in the Brazilian state of Rondônia. Its population was 31,466 (2005) and its area is 6,241 km².[1] References

1. ^ IBGE - [1]
 diamond property in the state of Rondonia, Brazil currently under option to Rio Tinto Rio Tinto may refer to:
  • Rio Tinto (Paraíba), in Paraíba State, Brazil.
  • Río Tinto (river), a river in Spain.
  • Rio Tinto Group, a multinational mining company.
  • Rio Tinto (Gondomar), a civil parish in the municipality of Gondomar, Portugal.
. To date, 34 kimberlite kimberlite: see diamond.
kimberlite
 or blue ground

Dark, heavy, often fragmented igneous rock that may contain diamonds in the rock matrix.
 pipes have been discovered within the property area. Twenty-four of the 34 known pipes occur in one large cluster and 15 of the 34 pipes have been found to be diamond-bearing on the basis of macro and micro diamond analyses. In an initiative aimed at generating early cash flow, Vaaldiam is also advancing development of its Duas Barras alluvial diamond property in Minas Gerais state, Brazil, targeting production in Q3 - 2006. A drilling program is also underway on the Brauna property in the state of Bahia in Brazil, where four kimberlite pipes are being delineated in advance of a mini-bulk sampling program scheduled for later this year. Vaaldiam also has an exploration option on the Hotish property in the Otish Mountain District of the Province of Quebec.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless an exemption from such registration is available.

The TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
 does not accept responsibility for the ad equacy or accuracy of this release.

Vaaldiam Resources Ltd. (TSX VENTURE:VAA)
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 9, 2006
Words:602
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