[For Immediate Release] Stem 7
February 19, 2014
[FOR IMMEDIATE RELEASE]
STEM 7 Capital Inc. (TSX.V: CI)
Suite 910 - 800 W. Pender St Vancouver, BC V6C 2V6
STEM 7 CAPITAL ISSUES SHARES FOR DEBT
February 19, 2014 – Vancouver, BC – STEM 7 Capital Inc. (formerly Canada Gold Corp., TSX.V: CI, Frankfurt: T9NB, OTC-BB: CNGZF) (the “Company”) announces that, pursuant to its news release announcing a proposed debt settlement (the “Debt Settlement”) on January 31, 2014, the Company has issued 4,148,737 common shares, at a deemed value of $0.05 per common share to settle outstanding debt of $207,436.85.
The TSX Venture Exchange provided acceptance for the Debt Settlement on February 12, 2014, and has provided conditional acceptance for the proposed Debt Settlement to Dave McMillan and Sun Tzu Ventures Inc., (a company wholly-owned by Dave McMillan), which will result in the creation of a new Control person. The Company proposes to issue an additional 3,530,560 common shares to Dave McMillan and Sun Tzu Ventures Inc. at a deemed value of $0.05 per common share to settle outstanding debt of $176,528. Final acceptance will be conditional upon the Company obtaining disinterested shareholder approval for the creation of a new Control Person at the Company’s Annual General Meeting scheduled for March 31, 2014.
The securities being issued under the debt settlement are subject to a four month hold from the date of closing. Unless permitted under securities legislation, the securities cannot be traded until June 13, 2014.
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 proposed shares for debt settlement constitute “forwardlooking 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. 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.