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St-Georges Cancels its Equity Financing



Montreal, Quebec / TheNewswire / April 28, 2017 - St-Georges Platinum and Base Metals Ltd. (CSE: SX) (OTC: XOOF) (FSE: 85G1) is pleased to announce that it has received an offer to finance the company by way of a convertible debenture with terms which the Company's management believes to be better than its previously announced equity financing.

On Friday April 28, the board of directors of the Company has authorised the company's management, by way of a resolution, to terminate the offer of the equity private placement initiated on April 11, 2017 (See Company's press release of the same date). Interested subscribers in the equity private placement will be given priority access to the debenture financing.

Debenture Financing

Conditional to regulatory approval the Company is proposing an 18-month convertible debenture financing for $300,000. The debenture's 10% annual interests will be capitalised and paid in shares at conversion or maturity. The debenture will be convertible in units of the company at a deemed price of $0.05 per units. The units will be comprised of one common share and one common share half warrant valid for 24 months and exercisable at $0.075

Related Parties Participation

Insiders will be participating in this financing.

Multilateral Instrument 61-101

Given the proposed participation of the insider holders, the proposed financing constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security holders in Special Transactions ("MI 61-101").

St-Georges is relying on an exemption to both the formal valuation and the minority shareholder approval requirements of MI 61-101, as neither the fair market value of the Units to be distributed to, nor the fair market value of the consideration to be received by St-Georges from the insider holders in connection with the proposed financing exceeds 25% of St-Georges' share capitalisation.

Finder & Brokers' Fees

Certain parties are expected to be paid a broker fee equivalent to 10% of the money raised with the convertible debenture.

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.