Stage Capital Inc.
TSX VENTURE : SGY

December 22, 2008 22:03 ET

Stage Completes Qualifying Transaction With Trueclaim Resources Inc. and Concurrent Private Placement

ST. THOMAS, ONTARIO--(Marketwire - Dec. 22, 2008) - Stage Capital Inc. (the "Company") (TSX VENTURE:SGY) is pleased to announce that it has completed the business combination transaction (the "Arrangement") with Trueclaim Resources Inc. ("Trueclaim") pursuant to an arrangement agreement, as amended, (the "Arrangement Agreement") among the Company, Trueclaim and 7048955 Canada Inc. ("Stage Subsidiary"), a wholly-owned subsidiary of the Company. Upon completion of the Arrangement, (i) Trueclaim amalgamated with Stage Subsidiary (to form a company called "Trueclaim Resources Inc.") and (ii) all of the outstanding securities of Trueclaim, including warrants, were exchanged for equivalent securities of the Company on a one-for-one basis. The Company has issued an aggregate of 10,717,000 common shares and 2,790,650 share purchase warrants of the Company. Of these, 2,500,000 common shares are subject to escrow restrictions in accordance with the rules of the TSX Venture Exchange. Following completion of the Arrangement, Trueclaim Resources Inc. is a wholly-owned subsidiary of the Company and the former shareholders of Trueclaim hold a majority of the shares of the Company. The Company expects to change its name to Trueclaim Exploration Inc., subject to shareholder and regulatory approval, following its upcoming annual general meeting scheduled for February 12, 2009.

In conjunction with the Arrangement, the Company has completed a concurrent private placement on a brokered and non-brokered basis to raise gross proceeds of $145,470 by the issuance of an aggregate of 1,322,454 units (the "Units") of the Company. Each Unit consists of one common share of the Company and one-half of one transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.15 per share at any time until December 18, 2010. Canaccord Capital Corporation acted as agent with respect to 1,050,000 of the Units issued on the private placement, and received a cash commission of $9,240 and 105,000 Agent's Warrants having the same terms and conditions as the Warrants. All securities issued pursuant to the Private Placement are subject to a four month hold period which expires on April 19, 2009.

As a result of the completion of the Arrangement, the Company is now a junior mineral exploration company that holds an undivided 100% legal and beneficial working interest in the Sandeb Property. The Sandeb Property consists of six unpatented mineral claims containing 96 mineral claim units encompassing an area of approximately 3,840 acres within the Dixie Lake area approximately 24 kilometres southeast of the town of Red Lake in the Red Lake Mining Division of northwestern Ontario.

Completion of the Arrangement has also resulted in the reconstitution of the Company's management and board of directors as follows: Eric Plexman, President and Director, Steven Lee, Chief Financial Officer, Enzo Martone, Director, Luard Manning, Director, Gordon Reid, Director, Joseph Giuffre, Director and Deborah Plexman, Corporate Secretary.

The shares of the Company are expected to commence trading on Tier 2 of the TSX Venture Exchange under the symbol SGY on December 24, 2008.

ON BEHALF OF THE BOARD

STAGE CAPITAL INC.

Eric Plexman, President

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this Release.

Contact Information

  • Stage Capital Inc.
    Eric Plexman
    President
    (519) 851-9202
    1-888-686-1405 (FAX)