STEM 7 Capital Ceases Change of Business Activity and Will Revert to Canada Gold Corporation
November 07 2013 - 6:30PM
Access Wire
November 7th, 2013
- Toronto, Canada - STEM 7 Capital Inc.
(TSX.V: CI, Frankfurt: T9NB, OTC-BB: CNGZF) (the "Company") has today
announced that the change of business ("COB") activity previously
announced on May 29, 2013, and the private placement fundraising
announced on August 2, 2013, have been discontinued and,
accordingly, the Company will revert to its previous business as a
junior mineral exploration company effective immediately, subject
to regulatory approval. In addition, the Company intends to file
articles of amendment in order to change the Company's name to
Canada Gold Corporation.
During the course of
the Company's private placement fundraising activities over the
past few months, undertaken to complete the COB, the Company has
received feedback from various institutional and retail investors
and advisors that achieving all of the requirements to complete the
COB will be difficult to achieve through a retail-lead, public
financing in Canada, given the proposed international scope of the
Company's business and its relatively early stage of commercial
activity. Accordingly, the newly appointed executive team
recommended to the Board of Directors of the Company that the COB
activity be terminated and the Board of Directors has accepted this
recommendation.
Further to the
Company's press release dated August 2, 2013, the Company also
announces that it has closed a private placement of an aggregate of
2,680,000 units (the "Units") for aggregate
gross proceed of $134,000 to the Company. Each Unit is comprised of
one common share (a "Common
Share") in the capital of the Company, and
one Common Share purchase warrant (a "Warrant"). Each Warrant
is exercisable for one Common Share at a price of $0.10 per Common
Share for a period of two years from the date of issuance. These
funds were used primarily to fund the COB process.
As a result of the
foregoing, the following changes to management and the Board have
taken place with immediate effect: Dave McMillan has been appointed
as Chairman & CEO of the Company; Chad McMillan and Al Fabbro
will remain as Directors; Tom Sweeney has resigned as Executive
Chairman; and Sunil Sharma has resigned as Managing Director. Mr.
Sweeney and Mr. Sharma will continue the business activity of STEM
7 as a privately funded corporation.
Dave
McMillan
Chairman & CEO,
Director
With over 40 years in
the resource industries, Dave's career has spanned manufacturing,
marketing, sales and financing, including 17 years as an Investment
Advisor as VP, Senior VP, Director, and member of the Executive
Committee for Yorkton Securities and Yorkton Holdings Inc. Mr.
McMillan is currently a Director and Audit Committee Chair of
Barkerville Gold Mines.
Al
Fabbro
Director
Mr. Fabbro has over
30 years experience in both the finance and mining industries. From
1984 to 1990, Mr. Fabbro headed the retail trading department of
Yorkton Securities, followed by six years with Yorkton's Natural
Resources Group. Most recently and for the past ten years, Mr.
Fabbro was an investment advisor with Canaccord Capital,
specializing in the natural resource sector. He recently left
Canaccord Capital to pursue opportunities in the public sector.
Currently he is an Executive & Director of several private and
public resource companies.
Chad
McMillan
Director
Mr. McMillan has over
8 years experience in the public markets, having worked with
several junior issuers in a variety of capacities including
executive management, mergers & acquisitions, and
communications. He currently operates private consulting and new
media startup firms Animus Ventures Inc. and
NewRock Market Advisors. Mr. McMillan holds a Bachelor of
Communications degree from Simon Fraser University.
Dave McMillan, CEO of
the Company, commented, "We started this process fully expecting
the COB and its required financing to be completed in a timely and
efficient fashion. However, it recently became clear that the
investment terms to accomplish the COB would have adversely
affected the existing shareholders of the Company."
Certain accrued
expenses related to this COB will be waived by the debt holders as
a result of the termination of our planned change of
business.
Canada Gold will
continue to source and evaluate mineral properties of merit and
will announce the Company's activities as appropriate.
The
TSX Venture Exchange Inc. has in no way passed upon the merits of
the previously proposed COB Transaction and has neither approved
nor disapproved the contents of this press release.
For more information,
please contact Dave McMillan (+1 778 773-4560) or email
ir@canadagold.com.
On behalf of the Board,
"Dave
McMillan"
Dave
McMillan
Chairman & CEO
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.
Cautionary Note Regarding Forward-Looking
Statements: Certain disclosure
in this release, including statements regarding the Company's
intentions with respect to the Change of Business transaction and
its name change constitute "forward-looking statements" and
"forward-looking information" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and
Canadian securities legislation. In making the forward-looking
statements in this release, the Company has applied certain factors
and assumptions that the Company believes are reasonable, including
that the Company is able to obtain any required government,
shareholder, or other regulatory approvals. However, the
forward-looking statements in this release are subject to numerous
risks, uncertainties and other factors relating to the Company's
operations that may cause future results to differ materially from
those expressed or implied in such forward-looking statements. Such
uncertainties and risks may include, among others, delays in
obtaining required government, shareholder, or other regulatory
approvals or financing. There can be no assurance that such
statements will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such
statements. Readers are cautioned not to place undue reliance on
forward-looking statements. The Company does not intend, and
expressly disclaims any intention or obligation to, update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by
law.