Stelmine Canada Ltd., a subsidiary of Stellar Pacific Ventures Inc., has obtained a receipt for a final prospectus for the distribution of a minimum of 900 Series A units and 300 Series B units, and a maximum of 1,050 A units and 300 B units, for gross proceeds of $1,215,000 in the event the minimum offering is subscribed and $1,365,000 in the event the maximum offering is subscribed.
Canaccord Capital Corp. will act as agent for Stelmine's initial public offering.
Each A unit, offered at a price of $1,000, includes:
- 2,600 flow-through common shares of Stelmine within the meaning of the federal Income Tax Act and the Quebec Taxation Act at a price of 30 cents per flow-through share;
- 1,100 common shares of Stelmine at a price of 20 cents per common share;
- 1,100 warrants, each warrant entitling its holder to subscribe for one additional common share at a price of 25 cents during the 12-month period following the initial closing and thereafter at a price of 30 cents until the 24th month following the initial closing.
Each B unit, offered at a price of $1,050, includes:
- 5,250 common shares at a price of 20 cents per common share;
- 5,250 warrants, each warrant entitling its holder to subscribe for one additional common share at a price of 25 cents during the 12-month period following the initial closing and thereafter at a price of 30 cents until the 24th month following the initial closing.
The net proceeds of the distribution will be used to complete exploration work on the Opinaca property and for working capital purposes.
Stelmine has obtained, from the TSX Venture Exchange, a conditional approval to list its common shares for trading on the TSX-V.
Concurrently with the initial public offering, Stellar, the current sole shareholder of Stelmine, will distribute a total of 2.4 million common shares of Stelmine held by Stellar to the shareholders of Stellar. The board of directors of Stellar will fix a record date for the distribution, which will be communicated later by Stellar.
In the company's news releases in Stockwatch on Dec. 21, 2006, and April 12, 2007, respectively, Stellar disclosed certain terms pertaining to the payment of the dividend in kind. The disclosure concerned, among other things, the distribution of 8.75 million shares of Stelmine to the shareholders of Stellar as a dividend.
The approvals of the regulatory authorities having jurisdiction over Stelmine's securities having not been obtained to Stelmine's satisfaction, Stellar and Stelmine mutually agreed that Stellar will return 6.35 million common shares to Stelmine, for no consideration, and that Stelmine will cancel those shares so that the dividend in kind previously declared by Stellar will henceforth be 2.4 million common shares of Stelmine, still for the same consideration. As a result, Stellar will pay to its shareholders, on the distribution record date to be fixed by Stellar's management and to be announced through a news release, a dividend in kind, namely, the 2.4 million common shares that it holds in the share capital of Stelmine. The dividend will be paid to Stellar's shareholders on the basis of one Stelmine common share per block of approximately 25 common shares of Stellar. The declaration and payment of the dividend in its current form are subject to approval by the regulatory authorities having jurisdiction over the securities of Stellar and Stelmine.
This transaction will allow Stellar to concentrate its efforts on accelerating the development of its Vassan project and will allow it to continue exploration on its other projects through Stelmine.