Stellar Pacific Ventures Inc./Early Warning Report: Private Placement

MONTREAL, QUEBEC--(Marketwire - Oct. 19, 2011) -

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Stellar Pacific Ventures Inc. (the "Company" or "Stellar")(TSX VENTURE:SPX) announces, pursuant to the early warning requirements of securities laws, that it has entered into a private placement agreement with UltraGold Holdings LLC ("UltraGold") whereby UltraGold has acquired 8,680,000 units of Stellar. Each unit is composed of one common share in the capital of Stellar and one common share purchase warrant entitling the holder to purchase of one common share at a per share price of $0.10, until October 17, 2013. The 8,680,000 common shares acquired represent approximately 7.75% of Stellar's issued and outstanding common shares. The securities issued are subject to a four-month hold period (until February 18, 2012).

Following the acquisition, UltraGold owns, directly and indirectly 11,180,000 common shares in the capital of Stellar representing approximately 9.99% of Stellar's issued common shares, and owns, directly and indirectly, warrants entitling the purchase of an aggregate 8,680,000 common shares. Assuming exercise of these warrants by UltraGold, it would own, directly and indirectly, a total of 19,860,000 common shares or approximately 16.47% of Stellar's currently issued and outstanding common shares on a post-conversion beneficial ownership basis.

The units were acquired at price of $0.075 each, for a total consideration of $651,000.

UltraGold reports that the units were acquired for investment purposes and UltraGold may increase or decrease its security holdings at its discretion.

Additionally, a participation agreement was entered into between Stellar and UltraGold, whereby UltraGold was granted a right of first offer and can therefore elect to participate in any securities offering made by Stellar, for an amount equal to its percentage of common shares held in the common shares of Stellar.

The transaction remains subject to final acceptance by the TSX Venture Exchange.

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