ST Systems Corp.

December 20, 2007 19:36 ET

ST Systems Corp. Completes $1.1 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 20, 2007) -


ST Systems Corp. (NEX:SYT.H) - The Company announced today that it has completed the $1.1 million private placement previously announced on November 30, 2007. Under the terms of the financing, the Company issued an aggregate of 22,000,000 subscription receipts, at a price of $0.05 cents per subscription receipt. Each subscription receipt will automatically convert into one unit of the Company, for no additional consideration, upon completion of a 7 for 1 share consolidation and the settlement of approximately $2.7 million in indebtedness through the issuance of 54 million post-consolidated common shares. 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. Endeavour Financial has also been issued 1,100,000 subscription receipts as a finder's fee for monies raised in the private placement.

The Radcliffe Foundation of 595 Burrard Street, Suite 3123, Vancouver, B.C. V7X 1J1, has subscribed for 7,450,000 subscription receipts. Upon conversion, the Radcliffe Foundation will hold 7,450,000 common shares and 7,450,000 warrants in the capital of the Company. In connection with the debt settlement transaction which will be completed contemporaneous with the conversion of the subscription receipts, the Radcliffe Foundation will be issued an aggregate of 24,800,000 post consolidation common shares in settlement of certain assigned indebtedness. Upon completion of these transactions the Radcliffe Foundation will own 32,250,000 common shares representing 40.6% of the Company's then outstanding capital. It will also own an additional 7,450,000 share purchase warrants and 2,000,000 stock options. The Company is advised that the securities were acquired by the Radcliffe Foundation for investment purposes. While it does not currently have any intention to acquire further securities of the Company, the Radcliffe Foundation may in the future acquire or dispose of securities of the Company, through the market or otherwise, as circumstances or market conditions warrant.

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.

The Company also announces that at its meeting of shareholders on December 19, 2007, all matters presented to its shareholders were approved. The Board of Directors is now comprised of Scott Ackerman, Jeff Durno and Gordon Keep. Mr. Durno has been appointed President and Peter Leitch has been appointed Chief Financial Officer. The Company intends to complete the 7 for 1 share consolidation and name change to Sky Ridge Resources Ltd., effective December 24, 2007. As such, the post-consolidated shares of Sky Ridge Resources Ltd., trading under the symbol SYR.H, will commence trading at the open of the market on Monday, December 24, 2007.

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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