STEM 7 Capital Ceases Change of Business Activity and Will Revert to Canada Gold Corporationadmin
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.
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.
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.
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 firstname.lastname@example.org.
On behalf of the Board,
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.
Posted: November 8th, 2013 under ACCESSWIRE.