Carbon2Green Corporation
TSX VENTURE : CGN

Carbon2Green Corporation

December 14, 2011 09:24 ET

Carbon2Green Corporation: Private Placement Concurrent to the Change of Business

LAVAL, QUEBEC--(Marketwire - Dec. 14, 2011) - Carbon2Green Corporation (TSX VENTURE:CGN), which will change its name on December 22 to "Corporation TomaGold / TomaGold Corporation" (the "Corporation") announces the terms of its private placement as a complement to its press release dated May 2nd, 2011 by which it disclosed 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 170 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 whole as described in the Corporation's Management Proxy Circular dated November 24, 2011 and publicly disclosed by the Corporation as it appears on www.sedar.com (the "Circular").

Private Placement

The resulting issuer intends to complete a private placement with several investors by way of prospectus exemption whose subscriptions shall comprise a total of an approximate minimum amount of $1,500,000 and a total of an approximate maximum of $2,500,000 (the "Private Placement"):

Units A:

The portion of the Private Placement of Units A to a minimum of 2,333,333 Units A, at a price of $0.15 each and a maximum of 3,333,333 Units A, at a price of $0.15 each, for a gross proceeds of a minimum of $350,000 and a maximum of $500,000 and the payment, if applicable, of a finder's fee. Each Unit A, at a price of $0.15, 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 at an exercise price of $0.30 during the period of twelve (12) months following the issuance of the Units A. Each Unit A, Warrant and Common Share issued pursuant to the Unit A will be subject to a mandatory holding period of four (4) months and one (1) day.

Units B:

The portion of the Private Placement of Units B to a minimum of 63,888 Units B, at a price of $18 each, for a gross proceeds $1,150,000 and a maximum of 83,333 Units B, at a price of $18 each, for a gross proceeds of $1,500,000, and the payment, if applicable, of a finder's fee. Each Unit B, at a price of $18 each, will consist of 80 post consolidation flow through Common Shares at a price of $0.18 each and 20 post consolidation non flow through Common Shares at a price of $0.18 each. Each Unit B, flow through Common Share and non flow through Common Share issued pursuant to the Unit B will be subject to a mandatory holding period of four (4) months and one (1) day.

Flow through Common Shares:

The portion of the Private Placement of flow through Common Shares to a maximum of 2,777,777 post consolidation flow through Common Shares at a price of $0.18 each, for a gross proceeds $500,000. Each flow through Common Share issued will be subject to a mandatory holding period of four (4) months and one (1) day.

The Transaction cannot close until the required Shareholder approval is obtained as disclosed in the Circular. 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 Circular, 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

  • Carbon2Green Corporation
    Andre Goguen
    Secretary
    (450) 681-7744