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St-Georges Completes Convertible Debenture Financing



Montreal, Quebec / TheNewswire / June 19, 2017 - St-Georges Platinum and Base Metals Ltd. (CSE: SX) (OTC: XOOF) (FSE: 85G1) is pleased to announce that it has completed, subject to regulatory and Canadian Security Exchange (the "CSE") final approval, a non-brokered private placement (the "Offering") of unsecured convertible debentures (the "Debentures") for gross proceeds of $351,500 to be used for working capital and general corporate purposes.

The Debentures will have a maturity date of December 16, 2018 and pay interest at the rate of 10% per annum calculated quarterly in arrears.

Debentures' aggregate principal amount may be converted at any time in whole or in part at the holder's option into Units (as defined hereinafter) of the Corporation at a deemed conversion price of $0.05 per Unit (the "Conversion Price"). Each Unit being comprised of one (1) common share of the Corporation (each a "Share") and one half of one (1/2) Share purchase warrant of the Corporation (each whole, being a "Warrant"), each Warrant is exercisable into one (1) Share at a price of $0.075 until May 22, 2019. Holders converting their Debentures will receive accrued and unpaid interest thereon, up to, but excluding, the date of conversion in Units at deemed price per Unit equal to the maximum permitted discount on the CSE, or any other recognized exchange on which the Shares are listed (the "Discounted Conversion Price").

In the event that either: (i) the Shares, currently traded on the CSE, achieve a volume weighted average price of at least $0.20 for a period of 30 consecutive trading days, or (ii) the Corporation announces the closing of an equity financing at a minimum price of $0.10 for minimum gross proceed of $500,000, the Debentures' aggregate principal amount together with any accrued and unpaid interest may, at the Corporation' sole discretion, be automatically converted into Units at the Discounted Conversion Price, on the date that is 15 business days from the occurrence of the acceleration event.

In connection with this Offering, the Corporation paid a cash commission of $27,500 and issued non-transferable finder's warrants to purchase 550,000 Units at $0.05 until December 16, 2018.

All securities issued in connection with the Offering will be subject to a statutory hold period until October 17, 2017 in accordance with applicable securities legislation.

Three insiders of the Corporation were issued, directly and indirectly, Debentures in the aggregate principal amount of $70,000, which constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance to the insider is exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101, as the fair market value of the Debentures issued to, or the consideration paid by such person, did not exceed 25% of the Corporation's market capitalization.

ON BEHALF OF THE BOARD OF DIRECTORS

"Frank Dumas'

FRANK DUMAS, PRESIDENT & CEO

About St-Georges

St-Georges is developing new technologies to solve the biggest environmental problems in the mining industry. If these new technologies are successful, they should improve the financial bottom line of current mining producers. The potential success of these technologies would also involve upgrading certain current known metal resources to economic status while addressing the environmental and social acceptability issues.

The Company control directly or indirectly all of the active mineral tenures in Iceland. It also explores for Nickel on the Julie Nickel Project & for industrial minerals on the Quebec's North Shore and for Lithium and rare metals in Northern Quebec and in the Abitibi area. Headquartered in Montreal, St-Georges' stock is listed on the CSE under the symbol SX, on the US OTC under the Symbol SXOOF and on the Frankfurt Stock Exchange under the symbol 85G1. For additional information, please visit our website at www.stgeorgesplatinum.com

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.