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ZeU Maltese Regulations Update & Corporate Developments





Montreal / TheNewswire / May 28, 2019 - St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) is pleased to inform the public that its subsidiary, ZeU Crypto Networks Inc., has entered into a Binding Term Sheet to license its Random Number Generator to a South Asian online gaming group. ZeU is also pleased to announce that it signed a binding term sheet to acquire intellectual property and enter into co-development agreements with two non arms-length blockchain developers. ZeU would also like to disclose the current status of its blockchain email project.

Random Generator Licensing Agreement

ZeU has signed a binding term sheet with Star Epigone Capital Ltd. of the British Virgin Islands to provide Star Epigone with a license for ZeU's Random Number Generator to be used by Star Epigone in its online gaming product offering. Star Epigone has access to an already established clientele through its online gaming business and is planning to integrate lotteries and other gambling offerings using ZeU's technologies solutions.

A long form version of the development and maintenance agreement for the creation of a blockchain lottery and gambling software will be finalized no later than July 5, 2019. All development and licensing costs will be covered by Star Epigone, the operator. The profit-sharing component of the final agreement will distribute profits along this breakdown:

Star Epigone Capital ltd.

75%

ZeU Crypto Networks Inc.

10%

St-Georges Eco-Mining Corp.

7.5%

Minority Partnership

7.5%

Closing is subject to Regulatory Approval and the approval of the ZeU's board of directors.

Acquisition of a controlling position in vSekur Network Ltd.

ZeU has entered into a binding term sheet to acquire 2,100,000 first rank preferred shares of vSekur Network Ltd. The shares have a redemption value of $1.00 and bear a 6% annual interest. The preferred shares can be converted into common shares of vSekur at the current value of $1 each, or at the last equity raise price. ZeU will have the right to maintain its equity position with a right of first refusal in all future financing efforts of vSekur. If converted in common shares, this would represent more than 21% of the company outstanding common shares.

vSekur is already developing the patient account security component of ZeU Healthcare SaaS. It will now become the primary provider of anonymization solutions for the different development initiatives of ZeU.

Considerations

As a counterpart to vSekur preferred Shares, ZeU will issue to vSekur approximately 215,325 convertible debenture units with a minimum floor conversion of CAD $3.25 for one year. The transaction is planned to close within 5 days of ZeU listing on a Canadian securities exchange.

Non Arm-Length Transaction

Jean-Philippe Beaudet, ZeU's director and CTO, is also a director and major shareholder of vSekur. He will abstain from any discussion related to this transaction or future negotiation between the companies.

The transaction is conditional on regulatory approval and ZeU's board of director's approval and will be subject to an independent valuation. A long form agreement will be signed at closing.

Acquisition of a controlling stake in Hong-Kong's Pure Data Tech

In order to further accelerate the development of its blockchain healthcare SaaS solution, ZeU management has entered into a binding term sheet with Pure Data Tech Corporation of Hong Kong. The corporation is controlled by Dr. Fenglian Xu, a director of ZeU. Pure has received investment and grants in excess of GBP1m up to today. The company operates a turnkey solution that includes software, hardware and management services (MIS) for the healthcare industry in South-East Asia with a focus on Singapore and Malaysia. The companies will partner in certain aspects of their development. While Pure will leverage ZeU's blockchain technology, ZeU will be able to integrate Pure's machine learning IP into its Healthcare SaaS solution.

The transaction is expected to close within 5 days of ZeU listing its common shares on a Canadian securities exchange.

Considerations

ZeU will issue 461,540 subordinated debenture units convertible at a floor price of CAD $3.25 for a total of approximately CAD $1,500,000 and 400,000 three years special warrants in favor of Pure at an execution price of CAD $3.75.

Pure will issue approximately GBP1,000,000 worth of 1st Rank, Fixed Redeemable and Convertible Preferred Shares of Pure in favor of ZeU currently representing after conversion, 42% of Pure's common shares.

Non Arm-Length Transaction

Dr. Fenglian Xu is a director of ZeU and also a director and major shareholder of Pure Data Tech. She will abstain from any discussion related to this transaction and of any future negotiation between the companies.

The transaction is conditional on regulatory approval and ZeU's board of director's approval and will be subject to an independent valuation. A long form agreement will be signed at closing.

Corporate Update

ZeU's management is pleased to inform its shareholders that its Maltese legal advisors have cleared the way to a beta testing of its blockchain email marketplace with a slightly altered version of its platform. ZeU will use tokens with no commercial value and an expiry date for the duration of the beta testing phase of its email. The tests will be migrated to the Maltese licensing authority sandbox. Furthermore, ZeU will create a Maltese wholly owned subsidiary to run the blockchain email marketplace and request the proper master license allowing all commercial clients of the email marketplace to fall under the ZeU license when issuing their own tokens. The initial expectations of the company were that it must obtain a final license from the authorities before the beginning of its trial. Management is happy with the recent development on this aspect of the regulatory framework for its email marketplace platform.

The company is actively coding a new version of the email platform with limited capabilities that will be used for its beta testing and for the Maltese Sandbox trial.

ON BEHALF OF THE BOARD OF DIRECTORS

"Frank Dumas"

FRANK DUMAS

DIRECTOR & COO, ST-GEORGES ECO-MINING

PRESIDENT & CEO, ZEU CRYPTO NETWORKS.

The Canadian Securities Exchange (CSE) has not reviewed and does not accept responsibility for the adequacy or the accuracy of the contents of this release.