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STEM 7 Capital Inc. Announces Corporate Update and Update on Proposed Private Placement

Aug 2 2013 12:00AM



TORONTO, ONTARIO -- (Marketwired) -- 08/02/13 -- STEM 7 Capital Inc. (TSX VENTURE: CI) (FRANKFURT: T9NB) (OTCBB: CNGZF) ("STEM 7" or the "Company") announces a corporate update and an update on the Company's proposed private placement previously discussed in the Company's press release dated May 29, 2013 along with a summary of certain changes in the management and directors of the Company.

Current Board and Management

After a series of recent changes to the board, the current directors of the Company are Mr. David McMillan, Mr. Tom Sweeney, Mr. Chad McMillan and Mr. Al Fabbro. Mr. Sweeney was appointed to the board of directors on June 1, 2013, as announced in a press release of the Company dated June 25, 2013.

The current management team of the Company is comprised of Mr. Sweeney, the Executive Chairman, Mr. Sunil Sharma, Managing Director of the Company, Mr. Chad McMillan, Managing Director of the Company, and Ms. Kelsey Chin, Chief Financial Officer, Corporate Secretary and Director of Finance of the Company. Chad McMillan resigned as President and Chief Executive officer of the Company effective June 21, 2013.

The Company has entered into new employment agreements with each of Messrs. Sweeney, Sharma and McMillan to reflect their roles as Executive Chairman and Managing Directors, respectively, of the Company. Mr. Sweeny's employment agreement took effect May 4, 2012 and each of Mr. Sharma's and Mr. McMillan's employment agreements are effective June 25, 2013 and June 21, 2013, respectively. In addition, the Company entered into a consulting agreement with Ms. Chin pursuant to which Ms. Chin will provide the services of Director of Finance of the Company. In addition, Ms. Chin continues to act in her capacity as Chief Financial Officer and Corporate Secretary of the Company.

COB and Proposed Private Placement

As disclosed in the Company's press release dated May 29, 2013, the Company is currently pursuing a non-brokered private placement bridge financing (the "Private Placement") for aggregate gross proceeds of up to $ 800,000. The Private Placement shall consist of the offering of up to 16,000,000 units ("Units") at a price of $0.05 per Unit, with each Unit consisting of one common share in the capital of the Company and one common share purchase warrant exercisable at a price of $0.10 per warrant for a period of two years from the date of issuance.

The net proceeds from the Private Placement will be used for general working capital purposes and to complete the proposed COB transaction. Specifically, the Company anticipates that approximately $380,000 of the net proceeds will be used to pay salaries (both accrued and ongoing) of management of the Company, $160,000 will be used to re-pay certain related party loans, and the balance of the net proceeds will be used or general working capital and expenses associated with the COB process.

About STEM 7 Capital Inc. (Previously "Canada Gold Corporation")

Pursuant to the Policy 5.2 - Changes of Business and Reverse Takeovers of the TSX Venture Exchange Corporate Finance Manual, the Company is changing its business to become a publicly traded, global investment company, with offices located in Toronto, Vancouver, and Dubai. The Company's business is focused on facilitating and making direct co-investments with its international partners under three themes: (i) international joint ventures, licensing opportunities and subsidiaries that bring innovative technologies to emerging and frontier markets; (ii) investment opportunities that connect high growth companies in emerging economies with other emerging economies and the west; and (iii) investments in entrepreneurs as co-investments with international partners: both those entering Canada (with a focus on the recently launched Canadian Startup Visa initiative which allows for internationally-sourced entrepreneurs to gain fast-tracked permanent residency in Canada in partnership with qualified Canadian investors), and their international counterparts in specific global markets. STEM 7 will provide angel investors, venture capitalists, private technology based investment funds, sovereign funds, and the general investing public with a public vehicle through which these groups can participate in the rapid globalization of creativity, invention and innovation in a wide range of technology sectors, food and water security and strategic infrastructure opportunities: sourced and facilitated through management's extensive global partnership network in established and emerging markets.

Completion of the Private Placement and the COB is subject to a number of conditions, including but not limited to, TSX Venture Exchange ("TSXV") approval and, in the case of the COB, approval of the shareholders of the Company. There can be no assurance that either the Private Placement or the COB will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the COB, any information released or received with respect to the COB may not be accurate or complete and should not be relied in.

The TSXV has in no way passed upon the merits of the proposed Private Placement or the proposed COB and has neither approved nor disapproved of the contents of this press release.

On behalf of the Board,

Tom Sweeney, Executive Chairman, Director

STEM 7 Capital Inc.
Tom Sweeney
+971 56 101 2730

STEM 7 Capital Inc.
Sunil Sharma
+1 416 726-6976

STEM 7 Capital Inc.
Chad McMillan
+1 604 685-5851

Source: Marketwire

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