May 29th, 2013 - Vancouver, British Columbia - Canada Gold Corporation (TSX.V: CI, Frankfurt: T9NB, OTC-BB: CNGZF) (the "Company") announces that 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 from a Mining Issuer to an Investment Issuer to become a Canadian, publicly traded, global investment company, with offices located in Toronto, Vancouver, and Dubai (the "COB Transaction"). The Company 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 joint venture, licensing, royalty stream acquisition, and equity investments of the Company in technology, food security and strategic infrastructure opportunities, sourced and facilitated through management's extensive global network in established and emerging markets.
Description of the Business
The nature of technological innovation is changing globally. While invention continues to be dominated by the technology clusters of the west, innovation and "the innovation of invention" are both rapidly emerging in the east: operating from very large, indigenous markets.
In parallel with this "migration of innovation" and the emergence of world-class invention in the east, many emerging and frontier nation states have committed to: (i) diversifying their existing industrial bases to develop and/or acquire knowledge-based companies and its related employment for their indigenous populations; (ii) increasing the security of their food and water supplies through the acquisition of new technologies and related joint ventures; and (iii) expanding key aspects of their strategic infrastructure to support new found resources and future growth (collectively defined by the Company as "Aspirational Economies"). Most of these Aspirational Economies have committed massive public funding towards developing, supporting, and accelerating each of these objectives, in addition to promoting localized technology entrepreneurship.
Simply put, it is no longer the case that a great technology company from the west is the only option for satisfying a large market need in Africa, the Middle East, Asia, or even North America or Europe.
This rapidly evolving trend presents enormous opportunities for the flow of capital, knowledge, and innovation, collectively creating the potential to address some of the world's most challenging problems.
By enabling the global exchange and investment partnerships between the world's most prominent and emerging innovation and creative centers (Aspirational Economies), and their respective risk capital and strategic investors, the Company will: (i) facilitate the deployment of promising new technologies, products and services to where they are wanted; (ii) provide investment capital to where it is needed; and (iii) accelerate the global collaboration amongst entrepreneurs working on cutting edge ideas and opportunities.
Specifically, the Company will source and facilitate equity, joint venture and licensing transactions, participating by way of direct minority investment, royalty stream acquisition, revenue sharing, and other means which may present themselves to the Company and its regional investment partners.
Meanwhile, the Company will also act as an investment "ambassador" for Canadian companies seeking to access emerging markets through JVs and licensing agreements, in addition to attracting foreign entrepreneurs to Canada for the explicit purpose of funding and advancing new products into international and emerging markets.
"Technology innovation is rapidly evolving to become a global phenomenon with no borders. Its origination and contiguous funding are no longer just from the west. New companies with extraordinary growth rates are being formed by innovators educated in one country who move back to their homes and partner with local investors. In parallel, there are multiple examples of emerging and frontier economies seeking to add knowledge based employment and enhanced food and water security to their existing indigenous economies through joint ventures and licensing agreements", says Tom Sweeney, incoming Executive Chairman. "Dubai has emerged as one of the world's undisputed business hubs for the explosive growth in economic activity between west-to-east, south-to-south, south-to-west and the rapid rise of Asia and Africa. As a publicly traded Canadian company, we will also be expanding the reach of North American companies, technologies, and investors into this exciting business paradigm, while also facilitating the expansion of new companies into western markets.
"This is quite simply the most ambitious and exciting project I've ever had the opportunity to be a part of", says Chad McMillan, President of the Company. "Positioning this public company to encourage, facilitate, and finance the advancement and deployment of cutting edge technology innovation and partnerships around the world presents an absolutely outstanding opportunity not only for our current shareholders, but for the entire technology innovation and entrepreneurship community right across the globe".
The Company's investment objective will be to provide its shareholders with long-term term capital growth by pursuing an investment strategy summarized as follows:
-Source and facilitate the creation of joint ventures, subsidiaries, licensing agreements, or equity investments in high quality technology companies, food security initiatives or strategic infrastructure projects in or on behalf of "Aspirational Economies". Selectively co-invest in them alongside funds, family offices, foreign and local investors, and government-sponsored programs.
-Source and facilitate the creation of and financing of virtual companies or projects that connect international "Entrepreneurship Centers", including supporting the acquisition and financing of foreign entrepreneurs entering Canada.
-Source and facilitate the expansion of specific, Canadian, high quality technology, infrastructure and services companies into selected Aspirational Economies.
-Invest directly in selected transactions where: (i) there is reasonable visibility to securing recurring revenue for the Company through royalty acquisition or revenue sharing; (ii) where a liquidity event is expected within 2-3 years; or (iii) the transaction will further reinforce high quality sourcing or deeper co-investor relations in Aspirational Economies or key international Entrepreneurship Centers.
-Participate in the investment and/or recapitalization of publicly listed Canadian Companies either already involved in technologies that meet these above criteria or are moving to participate in opportunities that meet these above criteria.
The Company will establish an investment committee (the "Investment Committee"), which will initially consist of Tom Sweeney (Chairman), Sunil Sharma (Advisor), and Dave McMillan (Director), to monitor and review the Company's investment strategy and investment portfolio. The Investment Committee will be responsible for overseeing the management of the Company's investments and reviewing its investment strategy on an ongoing basis. The Investment Committee will meet as required and will report to the Board of Directors of the Company with respect to its decisions and activities. The Board of Directors will appoint all members annually and additional members of the Investment Committee will be required to have a significant degree of investment expertise.
To identify potential investments, the Company will rely on the members of its management team and their existing global networks that include many of the leading VCs, angel investment groups, and entrepreneurship organizations in Silicon Valley, Canada, China, Europe, Russia, India, Turkey and Africa, in addition to the leading sovereign and technology investment funds in the Middle East. Management has a broad range of international business experience and their own networks of strategic partners and sources of capital through whom potential investments may be identified. Once an investment has been pre-screened by the Investment Committee, the Board of Directors will then review and approve such investment.
Directors and Officers
As a function of this transition, the Company has begun to assemble an experienced management team that will operate from corporate offices in Dubai, Toronto, and Vancouver to execute against this vision, including:
Mr. Tom Sweeney
Incoming Executive Chairman, Director (Dubai)
Prior to assuming his role as Executive Chairman, Mr. Sweeney was the General Manager & Partner of STC Ventures, a venture capital fund managed by Iris Capital Management (MENA) LLC, with offices in Dubai, Riyadh and Paris. The fund invests in IT, telecommunications, Internet and digital media companies in the Middle East and North Africa; in addition to co-investing in such companies located in Europe, North America and the emerging markets of Asia.
Mr. Sweeney currently serves as a special advisor to the King Abdulaziz City for Science & Technology ("KACST") (www.kacst.edu.sa), Saudi Arabia's equivalent to the U.S. National Science Foundation & National Research Laboratories. Among other investment organizations in the region, KACST is affiliated with the Saudi Company for Technological Development & Investment ("Taqnia"), an investment company owned by the Public Investment Fund ("PIF") of the Kingdom of Saudi Arabia. Taqnia promotes technology development and knowledge transfer through partnering with international leaders in industry, venture capital, and academia.
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Mr. Sweeney serves as a special investment advisor to the corporate venture capital arm of the Saudi Basic Industries Corporation (SABIC) (www.sabic.com), one of the world's leading manufacturers of chemicals, fertilizers, plastics and metals, with investment, joint venture and licensing activities in North America, China, India and Europe.
He is a standing member of the investment committee for Sustainable Development Technology Canada; a $600 million energy, advanced materials and cleantech fund that invests in products and processes that contribute to cleaner energy, air, water, and land.
Previously, he was the Managing Director of the Canadian venture capital affiliate of Garage Technology Ventures, an early-stage venture capital fund located in Palo Alto, California.
Mr. Sweeney has over 30 years of experience working with and evaluating emerging technologies and in the growth and funding of management teams and business models focused on international markets. His career began as a fighter pilot in Europe, where he flew the F-18 Hornet. His subsequent professional career includes leading two technology companies as CEO and an IPO as the head of marketing for a global networking company.
Mr. Sweeney is also the co-author of several papers and government policy reports on cross-border private equity transactions and multinational intellectual property commercialization. He has served as the Chairman of the Venture Capital & Intellectual Property Working Groups for the Strategic Innovation Program between the State of California and Canada and is a frequently invited speaker on innovation, IP commercialization and entrepreneurship at various international conferences.
Incoming External Counsel, Proposed Corporate Secretary (Toronto)
?Mr. Dewan is a senior corporate finance lawyer at Weir Foulds LLP based in Toronto, Canada, which, formed in 1860, is one of Canada's oldest and most prestigious law firms. He has a broad range of Canadian and international experience in the capital markets and with the sourcing, structuring and execution of cross-border investments from Canada into emerging markets, with a particular emphasis on the Middle East. Mr. Dewan previously worked with an international law firm in Dubai and was involved in a number of corporate transactions within the Middle East, North Africa and India across a number sectors, including telecommunications, energy and natural resources. Mr. Dewan also has a Certificate in Islamic Finance from the Rotman School of Management, University of Toronto has been involved in a number of notable financing transactions in the Middle East capital markets.?????????
Dr. Abdulaziz Al-Hargan
Incoming Member of the Advisory Board (Kingdom of Saudi Arabia)
Dr. Abdulaziz Al-Hargan is a member of the Consultative Council of the Kingdom of Saudi Arabia, the legislative body that advises the King on issues that are important to the Kingdom. Dr. Al-Hargan's focus is on innovation, entrepreneurship and the knowledge economy. In this regard,?he has been directly involved in the leadership of the early stages of the technology and entrepreneurship development industry in Saudi Arabia.
Dr. Al-Hargan previously had the role as CEO of the BADIR Program for Technology Incubation. 'BADIR' means 'to initiate' in Arabic and is a national program aimed at accelerating the growth of emerging technology-based businesses in Saudi Arabia. The program has since evolved into a pervasive, national technology innovation, entrepreneurship and incubation program. ??
Dr. Al-Hargan has both government and private sector experience. He previously worked to establish and lead the Geographical Information System Unit in Saudi Arabia's Ministry of Agriculture, provided IT consultancy services to the Centennial Fund, and was a researcher at KACST's Computer and Electronics Research Institute. Prior to this he worked at the World Bank in Washington DC as an IT Consultant. Dr. Al-Hargan earned his PH.D in Computer Science at George Washington University, his Masters in Computer Science at the American University in Washington DC, and his BSc in Engineering from King Saud University in Riyadh, Saudi Arabia. Dr. Al-Hargan speaks frequently at international conferences and has published several articles and books on computing.
Incoming Member of the Advisory Board (Toronto)
Mr. Sharma is the co-founder, Managing Director and "Chief Connector" of Extreme Startups, a world-class, venture-backed technology accelerator based in Toronto, Canada. He brings a wealth of public and private sector experience, spanning direct investments, international diplomacy and foreign relations, and entrepreneurial community building in both regional and global settings.
Extreme Startups was created by five of Canada's premier VC funds (OMERS Ventures, Relay Ventures, BDC Venture Capital, Rho Ventures and Extreme Venture Partners). The company looks to fund, connect and help grow the next generation of disruptive technology companies. With a rigorous program of mentorship, corporate partnership and hands-on coaching, Extreme Startups has become one of the most sought-after programs for early-stage companies in the Internet, social media, mobile, software, gaming, e-commerce and other sectoral domains. Extreme Startups has received wide recognition as an elite program that receives interest from entrepreneurs from across the world and has been recognized as a key catalyst in the rapid rise of Toronto as one of the world's top startup and entrepreneurial clusters.
Prior to joining Extreme Startups, Mr. Sharma was the International Director of Canada's Venture Capital and Private Equity Association (CVCA) where he had been active in helping connect the Canadian venture capital and private equity industry with international funding partners and institutional investors. While working with the CVCA (Sunil still maintains an active role with the organization), Mr. Sharma was on assignment from Canada's Department of Foreign Affairs and International Trade (DFAIT) where he spent many years as a member of Canada's foreign service, including serving as Canada's representative to the World Intellectual Property Organization. Most recently, Sunil was appointed Head of Consulate at Canada's Consulate in San Diego, California, where he was responsible for opening one of Canada's newest diplomatic missions and built a team of trade commissioners whose focus was connecting the vibrant ICT, cleantech, biotechnology and defense technologies clusters present in Canada and California.
Prior to joining DFAIT, Mr. Sharma worked at the Canadian Space Agency, where he managed industrial relations and helped build global capacity in Canada's satellite communications sector.
Mr. Sharma is deeply connected with a wide range of national and international entrepreneurial and investment initiatives, including Startup Weekend (co-organizer), the Canadian Innovation Exchange, the Banff Venture Forum, the Quebec City Conference (one of the world's premier institutional investor forums), The Indus Entrepreneurs (TiE Charter member) and several chambers of commerce, boards of trade and mobile / software developer associations. He is also a frequent media contributor and sought-after conference speaker who holds both a Bachelors Degree in Economics from the University of Victoria and a Masters degree in Industrial Relations from the University of Toronto.
These new members join the existing executive team of Canada Gold, including:
President & Director (Vancouver, Toronto)
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, and is a Director of Canada Strategic Metals Inc. (tsx.v: CJC), a junior resource exploration company headquartered in Quebec. Mr. McMillan holds a Bachelor of Communications degree from Simon Fraser University.
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 currently holds Board and Advisory positions on several publicly traded and private companies.
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.
Chief Financial Officer (Vancouver)
Kelsey has over 8 years experience in audit, finance and accounting within the mining and exploration industry. As an Executive Officer of Tintina Resources Inc. and AsiaBaseMetals Inc., Kelsey was involved with numerous financings and spin out transactions and was responsible for all aspects of financial services, financial reporting, and corporate governance. She is currently Chief Financial Officer of Canada Strategic Metals Inc., a publicly listed junior exploration company, and is currently completing her CGA designation.
Management anticipates further appointments in the coming weeks, as it continues to position the Company with representation from key emerging and established innovation regions across the globe.
The Company will now pursue the completion of the COB Transaction and it anticipated that the trading in the Company's common shares on the Toronto Venture Exchange will remain halted in accordance with the requirements of the TSX Venture Exchange until such time the Company has met all applicable requirements pursuant to Policy 5.2 of the TSX Venture Exchange Corporate Finance Manual, including:
-The submission for review of at least 2 initial investments consisting of at least $1.5 million of the Company's available funds (the "Initial Investments").
-Obtaining the approval of the Company's shareholders of the COB Transaction including, the Initial Investments and the Company's investment strategy.
The TSX Venture Exchange may require sponsorship of the COB Transaction. The Company is currently reviewing the requirements for sponsorship and intends to include any additional information regarding sponsorship in a subsequent press release.
As a function of commencing this process, the Company is pursuing a non-brokered private placement financing to raise up to $600,000, consisting of 12,000,000 units at a price of $0.05 per unit, 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 this financing will be used to complete the COB Transaction and for general working capital.
Completion of the COB Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and shareholder approval. There can be no assurance that the COB Transaction 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 Transaction, any information released or received with respect to the COB Transaction may not be accurate or complete and should not be relied upon.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed COB Transaction and has neither approved nor disapproved the contents of this press release.
For more information, please contact Chad McMillan at 604.685.5851 or email: firstname.lastname@example.org.
On behalf of the Board,
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 plans for and intentions with respect to the acquisition and exploration of the Northern Arm Property 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 or other regulatory approvals and any required financing to complete the Company's property options and planned exploration activities, that the Company is able to procure equipment and supplies in sufficient quantities and on a timely basis and that actual results of exploration activities are consistent with management's expectations. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors relating to the Company's operation as a mineral exploration company 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, actual results of the Company's exploration activities being different than those expected by management, uncertainties involved in the interpretation of drilling results and geological tests, delays in obtaining required government or other regulatory approvals or financing, inability to procure equipment and supplies in sufficient quantities and on a timely basis, equipment breakdowns and bad weather. 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.