ST Systems Corp.

November 30, 2007 17:05 ET

ST Systems Corp. Announces Restructuring and Listing on NEX

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 30, 2007) -


ST Systems Corp. (NEX:SYT.H) The Company announces that trading in its common shares will resume on the NEX Board of the TSX Venture Exchange effective at the market open on Monday, December 3, 2007.

The Company also announces that it has convened a meeting of its shareholders to be held on December 19, 2007 at which it will seek shareholder approval to various components of its proposed restructuring.

The Company will be seeking the approval of its shareholders to consolidate its outstanding share capital on a 7 for 1 basis, together with a change of the Company's name to Sky Ridge Resources Ltd. The Company will also be seeking the election of a slate of directors consisting of Scott Ackerman, Jeff Durno and Gordon Keep. Mr. Ackerman is the President and Chief Executive Officer of Emprise Capital Corporation ("Emprise"), a Vancouver based merchant banking firm which has assisted the Company with its restructuring plan. Mr. Durno is the Chairman of Emprise and the Managing Partner of Anfield, Sujir, Kennedy and Durno, a Vancouver law firm focusing on corporate and securities law. Mr. Keep is the Executive Vice-President of Fiore Financial Corporation. Upon completion of the transactions, it is anticipated that Mr. Durno will be appointed as President of the Company and that Peter Leitch will be appointed as the Company's Chief Financial Officer. Mr. Leitch, a Chartered Accountant, is currently the President of North Shore Studios. Mr. Leitch also holds various director and officer positions of several public companies.

The Company announces its intention to complete a $1.1 million financing, through the issuance of subscription receipts, at a price of $0.05 cents per subscription receipt. Each subscription receipt will be automatically converted into one unit of the Company, for no additional consideration, upon completion of the share consolidation. Upon issuance, each unit will consist of one post-consolidated common share and one warrant exercisable for one additional post-consolidated common share at a price of $0.10 per share, for a period of one year. In addition, effective upon completion of the consolidation, the Company intends to settle approximately $2.7 million in indebtedness through the issuance of 54 million post-consolidated common shares, at a price of $0.05 cents per share.

The Company will also be seeking the approval of its shareholders to the change of control that is anticipated to result from the proposed restructuring transactions. Certain creditors of the Company have agreed to donate approximately $1,243,750 of debt owed by the Company to the Radcliffe Foundation. The Radcliffe Foundation is a charitable foundation established to support local and international charities with the support of Frank Giustra, who is a member of the Foundation. The Radcliffe Foundation, together with the newly created Clinton-Giustra Sustainable Growth Initiative, provides support to alleviate poverty and build sustainable local economies in the world's developing countries.

Upon completion of the debt settlement, the Radcliffe Foundation will be issued an aggregate of 24,875,000 common shares of the Company. In addition, the Radcliffe Foundation intends to subscribe for 7,450,000 subscription receipts pursuant to the private placement. Upon completion of the debt settlement and the exercise of the subscription receipts into units of the Company, the Foundation will own 32,325,000 common shares of the Company, representing approximately 41.26% of the Company's then outstanding share capital.

The Company has also agreed to pay Endeavour Financial a 5% finders fee on monies raised pursuant to the private placement. The fee will be payable in units of the Company, containing the same terms as the private placement units.

The Company has also agreed to grant options to purchase an aggregate of up to 3.25 million post-consolidated shares at a price of $0.10 per share, exercisable for a period of 5 years, to Directors, Officers and three charitable organizations.

The private placement, debt settlement and option grants remain subject to the approval of the TSX Venture Exchange.

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements" for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The company cautions readers that forward-looking statements, including without limitation those relating to the company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

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