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.
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.
Contacts: For Carbon2Green Corporation: Yves Gauthier President
(613) 867-7814 For Stellar Pacific Ventures Inc. Maurice Giroux
President 514-866-6299
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