Element 79 Capital Inc.
TSX VENTURE : EMS.P

July 25, 2014 15:18 ET

Element 79 Capital Inc. Provides Updates on its Qualifying Transaction

MONTREAL, QUÉBEC--(Marketwired - July 25, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Element 79 Capital Inc. (TSX VENTURE:EMS.P) ("Element 79") is pleased to provide the following updates in connection with its Qualifying Transaction with Canadian Gold Resources Ltd. ("Canadian Gold") and concurrent private placement, previously announced on December 31, 2013 (the "Transactions").

Element 79 and Canadian Gold have now completed their due diligence investigations and expect to file Element 79's filing statement in respect of the Transactions (the "Filing Statement") on SEDAR at www.sedar.com by the end of August 2014.

Financial Information Concerning Canadian Gold

Canadian Gold has now prepared its audited consolidated financial statements for the financial year ended December 31, 2013 and its unaudited financial statements for the three-month period ended March 31, 2013 (the "Canadian Gold Financial Statements"). The following table sets out selected financial information from the Canadian Gold Financial Statements and should be read in conjunction with such Financial Statements, copies of which will be included in the Filing Statement:

3-month period ended
March 31, 2014
($) (unaudited)
12-month period ended
December 31, 2013
($) (audited)
Total Revenues nil nil
Net Loss (total) 8,583 206,940
Net Loss per Share 4,291 206,940
Assets 2,907,986 2,170,769
Liabilities 989,695 238,278
Working Capital (400,261) (67,870)
Share Capital 2,138,119 2,138,119
Shareholders' Equity 1,918,291 1,932,491

Control Persons of Canadian Gold

The sole shareholder of Canadian Gold is Ontop Capital Limited ("Ontop Capital"), a company incorporated under the Business Corporations Act (Ontario) on May 14, 2007. The controlling shareholders of Ontop Capital and the respective percentages of the issued and outstanding common shares of Ontop Capital controlled by each of them are as follows: (i) John Schiavi (18%), a resident of Naples, Florida, U.S.A.; (ii) John Schiavi Family Trust, LLC, a limited liability company incorporated in the State of New Hampshire, U.S.A. (13%); and (iii) Roycefield Investments Inc. (13%), a company incorporated in Barbados.

Further Information

All information contained in this news release with respect to Element 79 and Canadian Gold was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSX Venture Exchange (the "TSXV") and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the Transactions 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 Transactions, any information released or received with respect to the Transactions may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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 STATEMENT REGARDING FORWARD-LOOKING INFORMATION: Forward-looking statements contained in this press release involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements of Element 79 to be materially different from any future results, performance or achievements expressed or implied by the said forward-looking statements.

For further information regarding the Transactions, please contact:

Element 79 Capital Inc.
Edward Ierfino
Chief Executive Officer
514-562-1374
eierfino@gmail.com
Canadian Gold Resources Ltd.
James Cross
President and Chief Executive Officer
506-383-4274
jcross@canadiangoldresources.com

Contact Information