LAVAL, QC, April 30 /CNW/ - Stellar Pacific Ventures Inc. (the "Corporation") (SPX) is pleased to announce the closing of a non-brokered private placement of $1,000,000 through the sale of 4,000,000 flow-through units (the "FT Units") at $0.25 each to the Mineralfields Group. Each FT Unit is comprised of one flow-through common share of the Corporation and one transferable non-flow-through share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional common share of the Corporation at a price of $0.25 per common share for an initial 12-month period following the closing of the private placement and thereafter at a price of $0.30 for an additional 12-month period.
The Warrants will be subject to an accelerated expiry date if, at anytime following the trade restriction period of four months and one day from the closing of the private placement, the trading price of the common shares of the Corporation at the close of market is equal to or greater than $0.35 for any five (5) consecutive trading days. In that event, the holder will be given notice that the Warrants will expire in thirty (30) days following the date of such notice. The Warrants may be exercised by the holder during the 30-day period between the notice and the expiration of the Warrants.
As consideration for the services rendered by Limited Market Dealer Group Inc. ("LMD") in connection with the private placement, the Corporation has paid to LMD a finder's fee in the form of common shares of the Corporation equal to 5 % of the number of FT Units subscribed for and finder's options equal to 10% of the number of FT Units subscribed for (the "Compensation Options") which entitle the holder to purchase units (the "Compensation Units") at an exercise price of $0.25 per Compensation Unit for a 24-month period following the closing of the private placement. Each Compensation Unit consists of one common share and one common share purchase warrant entitling its holder to purchase one additional common share of the Corporation under the same terms as the Warrants issued to subscribers.
All the securities issued in virtue of this placement are subject to certain resale restrictions imposed under the applicable securities laws, which require that the securities not be traded before August 26, 2007.
The proceeds from the sale of FT Units will be used by the Corporation to fund exploration activities and incur Canadian Exploration Expenditures (CEE) on the Corporation's properties located in the Province of Quebec.
"We are very pleased to be entering into this relationship with MineralFields Group", stated Mr. Michel Lemay, President and CEO. "This is an important milestone in the growth of Stellar Pacific Ventures Inc. and we look forward to working with MineralFields Group as we develop our holdings."
About MineralFields and Pathway
MineralFields Group (a division of Pathway Asset Management) is a Toronto-based mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada during most of the calendar year, as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds. Information about the MineralFields Group is available at www.mineralfields.com.
Stellar Pacific Venture Inc. is a junior mining exploration corporation, the securities of which are listed on the TSX Venture Exchange whose primary objective is to develop and bring into production viable gold deposits.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this press release.