Stellar Pacific Ventures Inc.

Stellar Pacific Ventures Inc.

May 02, 2011 14:00 ET

Stellar Pacific Ventures Inc. Transfers Its Quebec Mineral Assets and Proceeds With A Shareholder Distribution

MONTREAL, QUEBEC--(Marketwire - May 2, 2011) - Stellar Pacific Ventures Inc. (TSX VENTURE:SPX) ("Stellar" or the « Corporation ») reports that it has entered into a Letter of Intent with Carbon2Green ("C2G"), a public corporation listed on the TSX Venture Exchange, whereby C2G will acquire three mining properties from Stellar, comprised of 143 mining claims located in Chibougamau, Val d'Or and the Urban Township in NorthWest Quebec (collectively referred to as the "Properties") (hereinafter the "Transaction"). In connection with this Transaction, C2G will change its name to TomaGold. In accordance with the TSX Venture policies the Transaction will be deemed a Change of Business for C2G and will be considered Reviewable Transaction for Stellar. The Transaction is not a related party transaction.

In exchange of the Properties, TomaGold will issue at the closing of the Transaction, 22,000,000 class A shares (the "Common Shares" or the "Shares") of its share capital to Stellar (post consolidation), at the deemed price of 0.15$ per Share for a total consideration of $3,300,000. As part of the Transaction, Stellar will have to spend approximately $700,000 in mining expenditures on the Properties before the end of 2011. As a closing condition, TomaGold will have to complete a concurrent private placement to raise a minimum of $750,000 and a maximum of $1,500,000, the whole being subject to regulatory approval.

Maurice Giroux, CEO of Stellar Pacific and Qualified Person in accordance with NI 43-101 adds: "Management of Stellar has decided to pursue this reorganisation to efficiently develop the Corporation's assets located in both West Africa and Quebec. Stellar will focus on the development of its gold properties in Guinea whereas recently announced drilling results are promising and TomaGold will pursue the development of the Quebec Properties while seeking to add to its portfolio of properties". Maurice Giroux will be joining TomaGold's management as Vice President Exploration and Martin Nicoletti, Stellar's CFO, will assume the same functions within TomaGold.

A the closing of the Transaction, Stellar will distribute to its shareholders, in proportion with their current shareholding in Stellar, a minimum of 16,500,000 Shares of TomaGold, representing 75% of the Shares received. This distribution will be realized as a "return of capital" in the form of the Shares. The shareholders of record of Stellar, on the day preceeding the closing of the Transaction will be eligible to receive the Shares. This "return of capital" will be subject to shareholder approval to be obtained by special resolution (approval of 66.2/3%).

Private Placement

The resulting issuer intends to complete a private placement concurrent with the Transaction for a minimum amount of $750,000 and a total of a maximum of $1,500,000 (the "Private Placement).

Pro forma capitalisation

Following the consolidation of the shares in a 5 for 1 ratio announced during the shareholders' annual assembly of C2G 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 the Common Shares).

About Stellar

Stellar Pacific Ventures (TSX VENTURE:SPX) is a Canadian-based mining exploration company whose primary mission is to target, explore and develop gold deposits in Canada and Africa. Stellar is dedicated to creating growth by discovering and mining the earth's resources in an efficient and environmentally responsible manner.

Specific conditions to closing

The specific conditions that must be met in relation to the closing of the Transaction are as follows: (i) the completion of a due diligence and analysis by each of the parties; (ii) the approval of the shareholders of Stellar; (iii) the completion of the Private Placement; and (iv) the Transaction contemplated must be accepted as such by the Exchange.

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 Transaction may not be accurate or complete and should not be relied upon.

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

  • Stellar Pacific Ventures Inc.
    Maurice Giroux
    (514) 866-6299

    Corporation Carbon2Green
    Yves Gauthier
    (613) 867-7814