January 31, 2014 - Vancouver, BC - STEM 7 Capital Inc. (formerly Canada Gold Corp., TSX.V: CI, Frankfurt: T9NB, OTC-BB: CNGZF) (the "Company") announces that Mr. Graydon Kowal has been appointed as an independent director of the Company. In addition, the Company proposes to settle certain trade payables and loans in the aggregate of approximately $368,965.48 by the issuance of common shares of the Company. The Company is currently classified as a resource issuer and continues to seek out and evaluate resource properties and intends to change its name to more accurately reflect its activities, on closing of an acquisition.
Effectively immediately, Mr. Graydon Kowal of Calgary, Alberta, has been appointed as an independent director and member of the Company's Audit Committee. Mr. Kowal has been active in the mining and petroleum industries in Saskatchewan, Alberta, and British Columbia for the last 18 years. Since 1995, Mr. Kowal has been the President and Chief Executive Officer of Guardian Helicopters Inc., a private helicopter company serving the oil and gas, mining, and forest industries across North America. Mr. Kowal is also President/Co-owner of Guardian Drilling and Consulting/Guardian Drilling Mexico, that provides drilling and management services to the mining industry in North and South America. He has also been the President and Chief Executive Officer of Guardian Exploration Inc. since 2001 (TSX.V: GX), which is focused on developing oil and gas in Western Canada and Montana. Mr. Kowal has served as a key service provider for successful mining companies such as Denison Mines Corp., Fission Uranium Corp., and Areva Resources, and has extensive experience with the entire Athabasca region. Mr. Kowal also presently serves as an independent director of Aldrin Resources Corp., which trades on the TSX Venture Exchange.
The Board of Directors of Stem 7 Capital will now consist of Dave McMillan, Chairman and CEO, Al Fabbro, Independent Director and Chair of the Audit Committee and Mr. Graydon Kowal, Independent Director and member of the Audit Committee. Ms. Kelsey Chin remains as Chief Financial Officer. Chad McMillan has resigned as a director of the Company effectively immediately to concentrate on his other business endeavors. The Company thanks Chad for his contributions over the years and wishes him all the success in the future.
The Company also advises that it has negotiated the settlement of certain trade payables and unsecured loans in the amount of $368,965.42 by the issuance of shares at a deemed value of $0.05 representing approximately 7,379,309 shares. Upon approval, these shares will be subject to a 4-month hold period from the date of issuance.
The above appointment of Mr. Kowal and the proposed shares for debt are subject to TSX Venture Exchange approvals.
The Company also announces that further to it's press release of August 2, 2013 advising the closing of the $134,000 private placement of an aggregate of 2,680,000 units at $0.05, the Company failed to mention that an 8% finder's fee was payable on $61,000 of the total amount. As a result, the Company has recorded a liability of $4,480 payable to two arm's length individuals.
Finally, the Company has set March 31, 2014 as the date for the 2012 annual general meeting, which was delayed due to the impending change of business that was subsequently cancelled and announced by way of a press release dated October 31, 2013.
The Company will continue to source and evaluate mineral properties of merit and will continue to provide updates 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 [email protected].
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, the proposed shares for debt settlement 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.