Stellar Update on Sale of Quebec Assets and Shares Distribution
May 27, 2011 – Stellar Pacific Ventures Inc. (the "Company", TSX.V: SPX) wishes to provide an update on the sale of the Company’s mineral properties located in Quebec as announced May 2, 2011, and on its intent to distribute to Stellar’s shareholders of a large portion of the shares of Carbon2Green Corporation received in payment for the transaction.
The sale price for the Quebec properties was established at $3,300,000 which will be payable through the issuance of 22,000,000 shares of Carbon2Green Corporation, at the deemed price of $0.15 per share, at the closing of the transaction. As part of the agreement, Stellar will have to spend approximately $700,000 in exploration expenses on the sold properties. This will assure that Stellar fulfills its obligations in regards to the previously completed flow‐through financing. Pursuant to the transaction, Carbon2Green will change its name to TomaGold Corporation. It is a condition of the sale that TomaGold complete a financing of a minimum amount of $750,000 and the maximum amount of $1,500,000.
Once the sale is completed, Stellar will distribute a minimum of 16,000,000 shares of TomaGold received, to its shareholders, representing approximately 75% of such shares received (the “Distribution”). This Distribution will be considered a return of capital in the form of the distributed shares and a reduction in the Company’s stated capital will take place. The Distribution is subject to the passing of a special resolution which requires 66 2/3% of the votes cast. The Distribution will be made to shareholders of record on the day that is prior to the Closing of the Transaction. The shareholders of Stellar will not be required to pay for any of the TomaGold shares that they receive under the Distribution nor will they be required to surrender or exchange their common shares of Stellar in order to receive the TomaGold shares. Stellar makes no representations as to the tax consequences of the Distribution and each Shareholder should seek appropriate advice from their professional advisor.
Maurice Giroux, President, CEO and Qualified Person in accordance with NI 43‐101 stated: “Management is proceeding with this reorganisation to efficiently manage and develop the Quebec mineral assets as well as the West African mineral assets. In the future, Stellar will focus on the West African properties and TomaGold will pursue the development of the Quebec properties all the while seeking to add properties of interest to their portfolios.”
Subject to the regulatory approval, a finder’s fee representing 2.7% of the shares received from TomaGold (600,000) will be payable to CTP Capital (9216‐3815 Québec Inc.), a non related party, for work completed in connection with the sale.
In accordance with Policy 5.3 of the TSX Venture Exchange (“TSXV), this sale of assets is subject to Shareholder approval. In addition, the TSXV may determine that the transaction is not at arm’s length by reason of the fact that M. Jean‐Francois Lalonde, a director of Stellar, is also a director of Carbon2Green and may consequently impose additional requirements. However, the Board of Directors of Stellar is composed of 5 members, and other than Mr. Lalonde, no other Director is related to Carbon2Green. M. Giroux stated: ”Mr. Lalonde did not participate in the discussions surrounding the sale and the Board has consistently acted in the interest of Stellar”.
About Stellar Pacific Ventures
Stellar Pacific Ventures (TSX‐V :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.
Neither the 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. This news release may contain forward‐looking statements including but not limited to comments regarding the financing of the Company and the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward‐looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.
FOR FURTHER INFORMATION PLEASE CONTACT:
Maurice Giroux, President and CEO Stellar Pacific Tel.: 514‐866‐6299 Fax: 514‐866‐8096 [email protected] www.stellarpacific.ca