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 km(2) in Rale Township,
Chibougamau area, 44 kilometers southwest of Chibougamau;
2. 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 km(2);
3. 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 km(2).
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 Societe quebecoise d'exploration miniere ("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 km(2) 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
km(2). 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-Francois Lalonde, as President and CEO, and Mr.
Andre 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.
Andre 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-Francois 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 Quebec
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 Quebec-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 Financiere SKTM Ltee, a private corporation providing
financial management services.
Pierre-Hubert Seguin - Member of the Barreau du Quebec since 1995, Mr. Seguin 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. Seguin is currently
the Corporate Secretary of Garda World Security Corporation and an appointed
director for each of its subsidiaries. Furthermore, Mr. Seguin 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.
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