Montreal, Quebec / TheNewswire / July 5, 2018 - St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) is pleased to announce that further to its press releases of January 7 and May 22, 2018 that its subsidiary, ZeU Crypto Networks Inc., closed an initial tranche of its 10% unsecured convertible debentures offering for an aggregate principal amounts of $5,063,692, of which $3,708,692 was subscribed in consideration of digital assets.
Each Convertible Debenture issued pursuant to this first tranche will have a maturity date of July 5, 2020 and be convertible into common shares of ZeU (each a "ZeU Share") at a price of $1.00 (the "Conversion Price").
There shall be no interest payable on the Principal Amount if ZeU effects a transaction pursuant to which it will become a "reporting issuer" under applicable Canadian Securities Laws and the ZeU Shares or the common shares of any resulting issuer would be listed and posted for trading on an recognized exchange, which may include, without limitation, an initial public offering, a reverse take-over or a merger with existing a reporting issuer (a "Liquidity Event") on or before January 31, 2019 (the "Liquidity Event Deadline"). If there is not a Liquidity Event on or before the Liquidity Event Deadline then interest shall be deemed to accrue from and including July 5, 2018.
Upon the occurrence of a Liquidity Event, ZeU will be entitled to require the holders of Convertible Debenture to convert up to 25% of the Principal Amount outstanding, together with any accrued and unpaid interest owing thereon, into ZeU Shares at the Conversion Price.
Related Party Transaction
Mr. Frank Dumas, an officer and director of St-Georges subscribed Convertible Debentures for an aggregate $250,000 principal amount. The participation of Mr. Dumas in the First Tranche constitutes a Related Party Transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The company relied on exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 from the formal valuation and minority shareholder approval requirements of MI 61-101 for the related party transaction. The company did not file a material change report in respect of the transaction 21 days in advance of the closing of the private placement because insider participation had not been confirmed. The shorter period was necessary in order to permit the Company to close the private placement in a timeframe consistent with usual market practice for transactions of this nature.
ON BEHALF OF THE BOARD OF DIRECTORS
St-Georges is developing new technologies to solve the some of the most common environmental problems in the mining industry.
The company controls directly or indirectly, through rights of first refusal, all of the active mineral tenures in Iceland. It also explores for nickel on the Julie Nickel Project & for industrial minerals on Quebec's North Shore and for lithium and rare metals in Northern Quebec and in the Abitibi region. 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.
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.