Stellar proposes to acquire the 18,652,664 issued and outstanding common shares of GoldenFrank (the "GoldenFrank Shares").

The completion of the acquisition is subject to the prior consolidation of the 62,389,253 common shares of Stellar on the basis of one share (the "post-consolidation share") for each two and one-half (2.5) existing Stellar common shares. This share consolidation shall be approved by the shareholders of Stellar and by the TSX Venture Exchange (the "Exchange"). The annual and special meeting of the shareholders of Stellar, at which the share consolidation will be submitted to the shareholders for approval, is scheduled for September 16, 2009. Stellar's name will not change as a result of the share consolidation.

In consideration for the acquisition, the shareholders of GoldenFrank will receive one and two one-hundredths (1.02) post-consolidation shares for each GoldenFrank common share.

In addition, Stellar undertakes to issue to UltraGold HOLDINGS LLC ("UltraGold") 2,550,000 post-consolidation shares to allow UltraGold to exercise an option that it holds and will reserve accordingly 2,550,000 additional post-consolidation shares of its share capital.

The completion of the acquisition is also subject to the compliance in all material respects by Stellar and GoldenFrank with their covenants and to the truth of the representations and warranties provided for in a definitive agreement to be executed.

Furthermore, the acquisition is subject to the final approval by the Exchange and to the delivery of all necessary waivers and consents.

The final structure of the acquisition will be determined based upon tax, securities and corporate law considerations in order to ensure the most efficient structure for the shareholders of both Stellar and GoldenFrank.

Pursuant to the acquisition and assuming that UltraGold exercises its option, GoldenFrank shareholders will receive up to a maximum of 21,575,715 post-consolidation shares.

About GoldenFrank

GOLDENFRANK, a private issuer, is a mining exploration company incorporated under the Canada Business Corporations Act. GoldenFrank holds interests, ranging from 80% to 100% as described herein, in six gold exploration permits covering a strategic land position of 780 square kilometres in Guinea, West Africa as outlined in the technical report referred to below.