MONTREAL, QUEBEC--(Marketwire - July 4, 2011) - Stellar Pacific Ventures Inc. (the "Stellar") (TSX VENTURE:SPX) is pleased to report that the shareholders have approved the sale of the Quebec mineral properties by 98.11 % of the votes in favour, to Carbon 2Green Corporation (soon to change its name to TomaGold Corporation) during the Annual and Special Meeting of shareholders that took place June 30th 2011. The shareholders also approved with 97.76 % of the votes in favour of, the proposed shareholder distribution in the form of the Carbon2Green shares and the reduction of the Stellar's stated capital. More information is available in the Management Proxy Circular available on www.sedar.com.
As previously disclosed, the sale price for the Quebec mineral properties was established at $3,300,000 which will be paid through the issuance of 22,000,000 shares of Carbon2Green Corporation, at the deemed price of $0.15 per share. As part of the agreement, Stellar will have to spend approximately $700,000 in exploration expenses on the sold properties. This will ensure that Stellar fulfills its obligations in regards to the previously completed flow-through financing. It is a condition of the sale that TomaGold complete a financing in the minimum amount of $750,000 and the maximum amount of $1,500,000 and that the TSX Venture Exchange grant its approval.
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 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.
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.
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