Carbon2Green Corporation
TSX VENTURE : CGN

Carbon2Green Corporation

May 02, 2011 14:00 ET

Carbon2Green Acquires All the Canadian Properties of Stellar Pacific and Announces a Concurrent Private Placement

LAVAL, QUEBEC--(Marketwire - May 2, 2011) - Carbon2Green Corporation (the "Corporation" or "Carbon2Green") (TSX VENTURE:CGN) is proud to announce the signature of a letter of intent, on April 29, 2011, with the publicly owned mining exploration corporation Stellar Pacific Ventures Inc. ("Stellar") for the acquisition of three (3) properties in the province of Quebec comprising a total of 143 mineral claims (collectively, the "Properties") in Chibougamau, Val D'Or and the Urban District in northwestern Quebec (the "Transaction") that constitutes for the Corporation a change of business under the policies of the TSX Venture Exchange (the "Exchange"). The consideration to be paid by the Corporation for the acquisition of the Properties will be $3,300,000 paid by the issuance at closing of the Transaction of 22,000,000 Class "A" common shares ("Common Shares") at a price of $0.15 per Common Share. The Resulting Issuer intends to conduct a concurrent private placement of a minimum of $750,000 and a maximum of $1,500,000 (as more detailed herebelow) from several investors, the whole subject to the Exchange approval and the others regulatory authorities.

Proposed change of business

The Transaction and the Private Placement shall constitute for the Corporation a change of business within the meaning of the Exchange policies and will be subject to a number of conditions, including due diligence of Stellar, and obtaining all necessary corporate approvals.

Pursuant to the Transaction, the Corporation will acquire the following Properties:

  1. The "Monster Lake" gold property is located in the Chibougamau Mining Camp, Quebec. The Property is comprised of 78 mining claims and cells covering an area of 2,446 hectares or 24.46 km2 in Rale Township, Chibougamau area, 44 kilometers southwest of Chibougamau;
  1. The "Urban Lake" gold property is located in Urban Township, 100 km East of the Town of Lebel Sur Quevillon, Quebec. The property is comprised of 58 claims covering an area of 928 hectares or 9.28 km2;
  1. The "Vassan Project" gold property is located in the heart of the Val D' Or Mining Camp in northwestern Quebec and consists of 7 claims covering 280 hectares or 2.8 km2.

About Stellar

Stellar is an international Canadian based mining exploration corporation whose headquarter is located in Quebec and exploration activities held in north-western Quebec and West Africa.

The Properties

Technical information concerning the Properties described herebelow were drafted, reviewed and approved by Mr. Maurice Giroux, geologist and President and CEO of Stellar.

The Monster Lake property

The Monster Lake property, located 44 kilometers South-West of the town of Chibougamau in northwestern Quebec, is composed of 78 mining claims and cells. From 1984 to 1995, the Société québécoise d'exploration minière ("SOQUEM") drilled 142 holes for nearly 20,000 meters of diamond drill core and excavated several trenches along this 4 kilometer long mineralized corridor. There are more than 45 known intersections of greater than 1 g/t Au from drill core or channel samples. The 3 principal showings, Eratix, Zone IV & III and Zone 52, have been drilled at 50 meter line spacing, but for the most part, with only one hole per section, leaving several intersections wide open, along strike and at depth. The compilation of SOQUEM's historical drill data confirms the presence of a minimum of 10 gold showings which contain numerous gold intersections such as 27.55 g/t Au over 4.2 meters, 4.05 g/t Au over 3.9 meters and 6.3 g/t Au over 5.1 meters.

The Urban Lake property

The Urban Lake property is composed of 58 claims covering an area of 928 hectares or 9.28 km2 located 100 km East of the Town of Lebel Sur Quevillon, in northwestern Quebec. This property is adjacent to Eagle Hill Resources Inc. ("Eagle Hill"), Windfall property, from where a new gold drill intersection of 19.61 gAu/t over 33 metres was announced by press release on March 10, 2010. The Urban Lake property is located in the Urban-Barry Volcanic belt, where six gold occurrences were outlined within a radius of 25 km, namely, the Lac Rouleau occurrence (544,000 t @ 7.0 gAu/t), the Barry occurrence (610,000 t @ 8.55 gAu/T), and the Nubar occurrence (564,000 t@6.2 g/t AU).

The Vassan Project property

The Vassan Project property consists of 7 claims covering 280 hectares or 2.8 km2. The Vassan project is located along the Cadillac Break and neighbour to several current and former gold producers, namely the Siscoe Mine, a former producer, just to the South of the property with a total from 1929 to 1949 of 27.5 t of gold, the Kiena Gold Mine, a current producer situated 5 km to the southwest, the Sullivan Mine 3.5 km to the southeast is a former producer with a reported production 1.1 million ounces of gold, and finally, the Wesdome Mine, 3.0 km west. In September 2006, Stellar has completed a resources calculation on this property, including, among others, the gold resources in the Hamelin Zone. The resources calculation is available in the NI 43-101 report filed on SEDAR on February 20, 2009. The Hamelin Zone remained opened laterally and at depth.

Work on the properties in 2011

Stellar agrees to perform, at its own expense but under the direction of Carbon2Green's management, approximately $700,000 worth of work on the Properties during 2011.

Private Placement

The resulting issuer intends to complete a private placement concurrent with the Transaction whose subscriptions shall comprise a total of an approximate minimum amount of $750,000 and a total of an approximate maximum of $1,500,000 (the "Private Placement"). For the first part of the Private Placement, in consideration of a minimum of $250,000 and a maximum of $500,000 for the subscriptions received, the Resulting Issuer will issue Units (as hereinafter defined) at a deemed price of $0.15 per unit. Each unit will consist of one (1) post consolidation Common Share and one (1) Warrant (as hereinafter defined) (hereinafter, the "Unit"). Each warrant will entitle the holder thereof to purchase, subject to adjustment in certain events, the right to acquire one (1) post consolidation Common Share (hereinafter, the "Underlying Common Share") at an exercise price of $0.30 during the period of twelve (12) months following the issuance of the Unit. Each Unit, Warrant, Common Share and Underlying Common Share issued pursuant to the Unit will be subject to a mandatory holding period of four (4) months and one (1) day from the issuance of the Unit. For the second part of the Private Placement, in consideration of a minimum of $500,000 and a maximum of $1,000,000 for the subscriptions received, the Resulting Issuer will issue post consolidation Common Share on a flow through basis (as defined in subsection 66(15) of the Income Tax Act (Canada), together with any and all regulations promulgated thereunder, as amended, re-enacted or replaced from time to time) at a deemed price of $0.18 per post consolidation Common Share. The Resulting Issuer shall pay a commission of up to ten percent (10%) of the gross proceeds, if any, of the Private Placement to the finders for such Private Placement, in equal parts, being Mr. Louis Gratton and TransGlobe Communications, which are acting at arm's length with either one of the parties involved. The proceeds of the Private Placement as well as the current cash-on-hand of the Corporation shall be used to exploration works and increase the working capital of the resulting issuer.

Pro forma capitalisation

Following the consolidation of the shares in a 5 for 1 ratio announced during the shareholders' annual assembly of February 11, 2011 and once the Transaction and the Private Placement are completed, a maximum aggregate of 38,093,174 post consolidation Common Shares shall be issued and outstanding. The current shareholders of Carbon2Green shall hold an aggregate of 5,904,285 post consolidation Common Shares (15,50% of the Common Shares), Stellar and its shareholders shall hold an aggregate of 22,000,000 Common Shares (57,75% of the Common Shares), the investors subscribing under the Private Placement shall hold a maximum of 8,888,889 Common Shares (23,33% of the Common Shares) and a minimum of 1,300,000 Common Shares at $0.15 per Common Share will be issued as finder's fee (3.41% of of the Common Shares).

Name change

As part of Carbon2Green's change of business, the shareholders of the Corporation will be asked to approve the change of its name. Thus, following the Transaction, the new name of the Corporation will be "TomaGold".

Board of directors and senior management of the Corporation

Following the Transaction, of the current members of the Board of directors of the Corporation, only Mr. Jean-François Lalonde, as President and CEO, and Mr. André Goguen shall sit on the Board of the resulting issuer, and to which shall be appointed three additional directors mutually agreed by the parties.
The Corporation is proud to announce new appointments to its management team, all becoming effective upon closing of the Transaction:

  • Maurice Giroux shall act as Vice President Exploration;

  • Martin Nicoletti shall act as Chief Financial Officer; and

  • Pierre-Hubert Seguin shall act as Secretary.

Maurice Giroux - B.Sc. Geology. Mr. Giroux is the President and CEO of Stellar. Mr. Giroux is a professional geologist with more than 30 years of international mining experience. He has supervised exploration campaigns, developed medium-scale production operations, and has established and maintained good business relations with the governments and peoples in many African countries.

André Goguen - Member of Carbon2Green's Board of director since November 2006, Mr. Goguen is the President and founder of Action Customs Services Inc. since 1992, a Canadian licensed customs broker. He is also the President and founder of A.G.O. Transportation Inc., a freight forwarding company providing international logistic services that he founded in 1993. Moreover, he has been a director of Vigil Locating Systems Corporation since August 2002, a corporation listed on the NEX. Mr. Goguen was also a director of FTM Investment Corporation from October 1998 to April 2004, a Capital Pool Company listed on the TSX Venture that changed its name to Cagim Real Estate Corporation. Finally, since January 2010, he is a director of Quinto Real Capital Corporation and since February 2010, a director of Kilkenny Capital Corporation, two capital pool companies listed on the TSX Venture Exchange since September 2010.

Jean-François Lalonde - Mr. Lalonde, Eng. (BSc. Civil Engineering) and International Relations consultant, Mr. Lalonde is member of Carbon2Green's Board of directors since September 2009, of Stellar's Board of directors since January 2011 and he is also member of the Board of directors of Quinto Real Capital Corporation, a public corporation. Mr. Lalonde is member of the Québec Order of Engineers since 1985. He gained international experience by working for multinational engineering and construction firms such as SNC-Lavalin (Canadian firm based in Montreal) and Bouygues Travaux Publics (French firm based in Saint-Quentin-en-Yvelines). Mr. Lalonde also participated in the commercial development of the Québec-based firm POMERLEAU Construction on the international scene. He was involved at several levels in many construction projects, such as high-tension electric transmission lines in Africa and James Bay, the first motorway concession on the African continent as well as various types of commercial and residential buildings. For the past several years, he has worked mainly on the African continent as well as in the Middle East.

Martin Nicoletti - Chief Financial Officer of Stellar, Mr. Nicoletti is a CGA with more than 21 years of experience. He is, since September 2006, the president of Corporation Financière SKTM Ltée, a private corporation providing financial management services.

Pierre-Hubert Séguin - Member of the Barreau du Québec since 1995, Mr. Séguin is the principal partner of Seguin Racine, Attorneys, a law firm specialized in transactional business law and in securities law. His practice has led him to act as corporate secretary or advisor to dozens of public companies and venture capital firms, in particular in the scope of more than fifty reverse take-over bids, stock market listings or initial public offerings. Mr. Séguin is currently the Corporate Secretary of Garda World Security Corporation and an appointed director for each of its subsidiaries. Furthermore, Mr. Séguin is currently a director of the public corporations Nevado Venture Capital Corporation, Woden Venture Capital Corporation and Buildex Venture Capital Corporation.

Specific conditions to closing

The specific conditions that must be met in relation to the closing of the Transaction are as follows: (i) Carbon2Green shall have proceeded prior to the Transaction with the modification of its statutes with the aim of consolidating all of the issued and outstanding common shares of the capital stock of the Corporation (the «Commons Shares») on the basis of one post consolidated Common Share for each 5 pre-consolidated Common Shares, subject to the approval of the TSX Venture Stock Exchange; (ii) the completion of a due diligence and analysis by each of the parties, which shall be to their complete satisfaction; (iii) the completion of the Private Placement; (iv) the Transaction contemplated must be accepted as such by the Exchange and must obtain Stellar's and Carbon2Green's corporate approval.

Completion of the Transaction is subject to a number of conditions, including the Exchange acceptance. 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 to be prepared in connection with the Transaction, any information released or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Carbon2Green Corporation should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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.

Contact Information

  • For Carbon2Green Corporation:
    Yves Gauthier
    President
    (613) 867-7814

    For Stellar Pacific Ventures Inc.
    Maurice Giroux
    President
    514-866-6299