Carbon2Green Corporation: Private Placement Concurrent to the Change of Business
December 14 2011 - 9:24AM
Marketwired
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.
Contacts: Carbon2Green Corporation Andre Goguen Secretary (450)
681-7744