St-Georges Eco-Mining Subsidiary ZeU Crypto Signs Definitive Agreement with Tiande
Momentum Public Relations
Press Release: February 26 2018
St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) announces that, further to its January 15 and February 8, 2018 press releases, its wholly owned subsidiary ZeU Crypto Networks Inc. has signed a definitive asset purchase agreement dated February 23, 2018 with Qingdao Tiande Technologies Limited and Beijing Tiande Technologies Limited w ith the intervention of Guiyang Tiande Technologies Limited to purchase substantially all the intellectual property of the Vendors.
The following are the material terms of the agreement:
- – ZeU will acquire the Vendor’s intellectual property (including without limitation, all intellectual property and patent applications directly or indirectly related to the Blockchain and smart contract technologies of the Vendors (the ” Blockchain Technology “), including without limitation, BigData, IoB, Sandbox) (the ” IP “)
- – the Vendors will complete: (i) the transfer and successful employment by ZeU of all key employees; (ii) the transfer and assignment of all the IP to ZeU; (iii) the obtaining of all regulatory approvals should they be required; and (iv) the obtaining of all required consents including all consents from clients and collaborators pursuant to the existing contracts of the Vendors (the ” Milestone Conditions “)
- – ZeU, the Vendors and key collaborators will enter into a license agreement and non-competition covenant which will provide, among other things, that ZeU shall irrevocably grant a perpetual , exclusive, transferable and sub-licensable license to the Vendors for use of the Blockchain Technology in China, Hong Kong and Taiwan
- – ZeU will have completed or caused to be completed prior to the Closing Date a debenture financing of not less than $10,000,000 and up to $30,000,000 (the ” Concurrent Financing “)
The purchase price for the Acquisition shall be up to 150,000,000 common shares of ZeU (each a ” Share ” and 150,000,000 Share purchase warrants (each a ” Warrant “) to the Vendors, satisfied by (i) the delivery of a total of 65,000,000 Shares and 75,000,000 Warrants on the closing date of the Acquisition (the ” Closing Date “), (ii) to the extent and only if all of the Milestone Conditions (as defined hereinabove) are satisfied, the delivery of an additional 75,000,000 Shares, within 3 Business Days following the satisfaction of the Milestone Conditions or the Closing Date (whichever is later) and (iii) to the extent and only if twenty (20) new patents pertaining to the Blockchain Technology are issued (the ” Patent Condition “), the delivery of an additional 75,000,000 Shares, within 3 Business Days following the satisfaction of the Patent Condition .
Each Warrant will be exercisable at a price equal to the conversion price pursuant to the Concurrent Financing for a period of three (3) years following the date ZeU completes a transaction pursuant to which its Shares will either be listed on a recognized stock exchange in North America, or will be exchanged for common shares of a reporting issuer listed on a recognized stock exchange in North America.
The agreement was negotiated at arm’s length, and contains customary representations, warranties and closing conditions.
On closing of the Acquisition, Dr. Wei Tek Tsai is to join ZeU’s management as Chief Technology Officer.
The Acquisition remains subject to requisite regulatory approval and satisfaction of closing conditions contained in the agreement.
The Acquisition remains subject to a number of conditions as set forth in the agreement, including (without limitation), the completion of the Concurrent Financing (as defined hereinabove), the receipt of all requisite regulatory approvals and satisfaction of closing conditions contained in the agreement.
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 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.
- Published in St-Georges Eco-Mining, Uncategorized
St-Georges Eco-Mining Announces Amendment to the Letter of Intent Between its Subsidary ZEU CRYPTO NETWORKS INC. and TIANDE
Momentum Public Relations
Press Release: February 7 2018
– St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF)
(FSE: 85G1) announced today that its previously announced letter of intent dated January 12,
2018 relating to an asset acquisition between SX’s subsidiary, ZeU Crypto Networks Inc. and
Qingdao Tiande Blockchain Information Technology Co. Ltd. has been amended. The general
terms of the LOI, which referred to Qingdao Tiande Technologies Limited instead of Qingdao, were
previously announced by press release dated January 14, 2018.
ZeU, Qingdao and Beijing Tiande Technologies Limited. (“Beijing” and collectively with
Qingdao, “Tiande”) entered into the amendment to the LOI (the “Amendment”), which has
extended the date by which the parties will conclude the execution of a definitive agreement on
or around February 19, 2018 or such later date as may be mutually agreed upon by the
parties. The proposed acquisition is subject to a number of terms and conditions, including but
not limited to, the completion of a concurrent financing not less than $10,000,000 and up to
$30,000,000 that can be done in tranches and the receipt of all necessary regulatory, corporate
and third party approvals.
The Amendment also revised the consideration structure, such that the proposed Acquisition will
now be settled through the issuance of 75,000,000 common shares of ZeU (each a “Share”) and
75,000,000 Share purchase warrants (each a “Warrant”) on Closing and an additional
75,000,000 Shares after the filing for registration of the 20th patent derived from the intellectual
property and patent application acquired from Tiande. Each Warrant will be exercisable at a
price of CND$1.00 for a period of three (3) years following the date ZeU completes a transaction
pursuant to which its Shares will either be listed on a recognized stock exchange in North
America, or will be exchanged for common shares of a reporting issuer listed on a recognized
stock exchange in North America.
Frank Dumas, President & CEO of St-Georges and of ZeU Crypto Networks commented: “The
Acquisition required an extensive due diligence effort and has its own particular challenges. We
are happy with the current progress and we can now see the finish line ahead of us. Some
elements that are ‘sensitive’ to third party sovereign entities increased the expected workload.
The current proposal should allow Tiande to operate in China as an exclusive partner to ZeU,
giving ZeU the exclusive ownership and right to develop and commercialize the technologies
outside of China and would also call for the establishment of a “Canadian Intellectual Property
(IP) Container” and a “Chinese Intellectual Property (IP) Container” allowing for a “Chinese
Source Code” to be exclusively used in China without any possibility for North American
oversight.”
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 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.
Compliance and medias contact: 514.295.9878
- Published in St-Georges Eco-Mining, Uncategorized
St-Georges’ Subsidiary ZeU Crypto Networks Signs Letter of Intent to Acquire all Qingdao Tiande Technologies’ Assets
Momentum Public Relations
Press Release: January 15, 2018
St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) announces that its wholly owned subsidiary, ZeU Crypto Networks Inc. (“ZeU “), a private blockchain technology company, has entered into a non-binding letter of intent (“LOI” ) to acquire all of the Blockchain and Smart Contract Technologies assets (the “Transaction” ) of Qingdao Tiande Technologies Inc. (“Tiande “), a Chinese private company.
Pursuant to the terms of the LOI, the proposed consideration for the Transaction is an aggregate amount of CND$150 million payable through the issuance of 150,000,000 common shares (“Shares” ) and 75,000,000 Shares purchase warrants (“Warrants “) in the capital of ZeU. Each Warrant will entitle the holder to acquire one (1) Share at a price of CND$1.00 for a period of three (3) years following the date ZeU completes a transaction pursuant to which its common shares will either be listed on a recognized stock exchange in North America, or will be exchanged for common shares of a reporting issuer listed on a recognized stock exchange in North America.
On January 4, 2018 St-Georges (the “Company”) announced it was granted an exclusive global license to Tiande’s Blockchain and Smart Contract technology for mineral commodity production, trading and tracking. The Company assigned the License to ZeU in consideration of 20,000,000 common shares of ZeU. Whereas St-Georges owned 100% of ZeU with a license specific to the mineral commodity space, upon successful completion of the transaction, St-Georges will share ownership in ZeU, with global application reach.
” We are thrilled to enter into this agreement with Tiande and their world class scientific team. Dr. Tsai has laid out a plan to deploy what many industry experts believe to be a world class Blockchain ecosystem that stands at the threshold of a new, far-reaching technological revolution. The assets being acquired today, from the patents to the commercial and sovereign relationships and the significant human capital, are second to none in the domain. Our Ecosystem is ready to be deployed in this quarter, starting with the SandBox initiative and quickly followed by the BigData suite of solutions. Finally, the biggest and most significant mass application project, The “Internet of Blockchains” (IoB), will be released before the end of 2018. Response to IoB in every meeting with industry specialists has been significant and, in some cases, has triggered discussions into the realm of what was once unimaginable” said Frank Dumas, CEO and President of St-Georges and ZeU.
The Transaction is anticipated to close on or before February 28, 2018 with a definitive purchase agreement being entered into on or before February 5, 2018. The Transaction is subject to the approval of the Canadian Securities Exchange and certain conditions pursuant to the terms of the LOI, including the completion of a CND$20 million financing on term acceptable to ZeU and satisfactory due diligence.
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 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.
For Press Release Inquiries: 514.295.9878 or ceo@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.
- Published in crypto, St-Georges Eco-Mining, Technology
St-Georges wholly own Subsidiary ZeU Crypto Networks Announces $20M Debenture Offering
Momentum Public Relations
Press Release: January 8, 2018
St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) announces that its wholly owned subsidiary, ZeU Crypto Networks Inc. (“ZeU “), a private blockchain technology company, intends to sell $20,000,000 aggregate principal amount of 10.00% convertible unsecured debentures (“Debentures “) on a non-brokered offering basis (the “Offering “).
All Debentures are being sold at a price of $1,000 per Debenture, subject to a minimum subscription of $10,000. The Debentures will mature 24 months after their issuance (the “Maturity Date “) and will bear interest at an annual rate of 10.00%, calculated from date of issue, compounded quarterly and payable at the Maturity Date.
St-Georges (the “Company “) would like to provide additional information to a statement made in its press release on January 4, 2018. The Company stated that it has transferred the license acquired from Qingdao Tiande Technologies Inc., (“Tiande “) to its newly formed wholly owned subsidiary, ZeU Crypto Networks Inc. against the issuance of 20,000,000 common shares of ZeU. The shares were issued at a book value of $0.10 per share. This information was missing from the press release.
Frank Dumas, President and CEO of St-Georges Eco-Mining stated “This financing of ZeU Crypto Networks will allow St-Georges to significantly accelerate its global eco-mining and mineral commodity goals (…) As previously announced, we are very excited about the acquisition of the blockchain technology license from Tiande and its transfer in ZeU, a pure-play blockchain transaction that advances our strategic objectives and which we expect will take on a life of its own in the near future,” added Frank Dumas. “With a successful completion of the Offering, we expect ZeU to be favorably positioned to monetize its newly acquired technology and seek out additional assets while analyzing corporate reorganization options.”
ST-GEORGES AND THREED CAPITAL TEAM UP
Further to our recent press release on December 31, 2017, in which the Company announced the addition of Sheldon Inwentash, Chairman and CEO Of ThreeD Capital (IDK:CSE) to our Advisory Board, St-Georges is pleased to announce that ThreeD Capital has agreed to introduce ZeU to its global network and blockchain ecosystem.
Mr. Inwentash stated “ThreeD Capital, through its wholly owned subsidiary, Blockamoto.io , has set a mandate to provide strategic advice to assist early stage blockchain solutions in reaching viability as quickly as possible. ZeU Crypto Networks could represent the most disruptive protocol of the already disruptive blockchain industry.”
ADDITIONAL DEBENTURE TERMS
The Debentures will be convertible at the option of the holder into common shares of ZeU (“ZeU Shares “) at any time prior to the close of business on the Maturity Date at a conversion price (the “Conversion Price “) equal to the greater of: (i) $1.00, and (ii) if the date of any conversion is following the announcement by ZeU of a liquidity event (a “Liquidity Event “), the amount which represents the maximum permitted discount by an exchange to the transaction price assigned to each ZeU Share or resulting issuer on the occurrence of the Liquidity Event. Upon the occurrence of a Liquidity Event, ZeU may force the conversion of up to 25% of the principal amount of the then outstanding Debentures at the Conversion Price. ZeU may elect, from time to time, subject to applicable regulatory approval, to satisfy its obligation to pay interest on the Debentures (i) in cash, or (ii) by issuing the equivalent value in securities.
ZeU is not a reporting issuer and the Debentures will not be listed. Completion of the Offering will be subject to the acceptance and approval of the Canadian Securities Exchanges since it will represent a disposition of assets for SX.
The Debentures, and any ZeU Shares issuable upon conversion of the Debentures, will be subject to a hold period of four months and one after the later of (i) any respective Closing, and (ii) the date ZeU became a reporting issuer in any province or territory.
BLOCKCHAIN AND SMART CONTRACT TECHNOLOGY LICENSE
On January 4, 2018, the Company announced the signing of a significant, non-arm’s length blockchain and smart contract technology license agreement (the “License”), with Qingdao Tiande Technologies Inc., (“Tiande”). Tiande is led by world-renowned blockchain expert, Dr. Wei-Tek Tsai, who initiated the first academic laboratory dedicated to blockchain research and education in China at Beihang University’s School of Computer Science and Engineering.
Dr. Wei-Tek Tsai received his S.B. in Computer Science and Engineering from Massachusetts Institute of Technology (MIT) at Cambridge, MA in 1979, M.S. and Ph.D. in Computer Science from University of California at Berkeley in 1982 and 1985. He joined Arizona State University, Tempe, Arizona in 2000 as a full professor of Computer Science and Engineering in the School of Computing, Informatics, and Decision Systems Engineering. He became an Emeritus Professor in Dec. 2014.
He has authored more than 500 papers in software engineering, service-oriented computing, cloud computing and blockchains. He travels widely and has held various professorships in Asia and Europe
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 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.
For Press Release Inquiries: 514.295.9878 or ceo@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.
- Published in St-Georges Eco-Mining
Preliminary Third Party Report Leads St-George to Accelerate Plans to File for Patents on Extraction for Lithium in Clays
Momentum Public Relations
Press Release: December 27, 2017
St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) is pleased to release the findings of the preliminary report provided by the third party contractor hired to execute certain tests in relation to St-Georges’ research initiatives related to the extraction of lithium in clays.
The first stage of the mandate given to Dundee Sustainable Technologies (CSE:DST) was to characterize the material from the Bonnie Claire Lithium Property – provided by Iconic Minerals Ltd (TSX-V: ICM) – and to test it using currently knowns extraction techniques, commercially deployed or known in the public domain from academic research. St-Georges will work strategically with all the potential suppliers to optimize for total cost of ownership and develop a green foot print. This will include solvent extraction, membranes and electrolysis to make a lithium product that meets or exceeds industry standards.
The extraction techniques evaluated can achieve recoveries between 80% to 99.9% with a purity of 99.9%. St-Georges is focused on total capital and operating costs with a green foot print. The ecological focus is achieved, in part, by converting by products into saleable forms. St-Georges management is encouraged by the recent developments and is now looking to expand the scope of its analysis in regards to what might be patentable in its extraction methods.
The economic nature of St-Georges proposed technology in relation to the Bonnie Claire project cannot be established prior to the definition of a NI 43-101 Resources Estimate and a Preliminary Economical Assessment of the Bonnie Claire Project. However, the characterization of the material provided by Iconic to St-Georges allows for a certain amount of limited hypothesis. The high percentage of silica and alumina characterized in the material processed from Bonnie Claire makes an already interesting concentration of lithium stand out in the remaining segregated material. The report also hint at are other elements that might be worth recovering like potassium and other agricultural focused by products. The next phase of process optimization will be initiated in January. St George is encouraged by the initial characterization results.
Enrico Di Cesare, St-Georges’ director and vice-president research & development commented: “We are looking forward to working closely with the Iconic exploration team and characterizing and testing the results in parallel of their exploration effort on Bonnie Claire. Our technical team is looking forward to optimizing the process for recovery of lithium and salable by-products with a focus on being ecologically green”.
“(…) Our R&D initiative related to lithium bearing clay is progressing well. Shareholders and stakeholders need to keep in mind however that we still have more challenges in the near future. The next 2-3 months will be critical for the development of the lithium-in-clay (LiC) extraction process. It’s important to note when studying the history of science that a significant amount of disruptive technologies never made it outside of a controlled laboratory environment. The demonstration of commercial scalability is still the make or break milestone that we need to secure and we do not have any guarantee of success at this point in time. If that milestone is achieved, we will then have the privilege of embarking into the exciting endeavor of bringing a mine to production. (…) over the months and years period that this task might entails” – said St-Georges’ CEO Frank Dumas.
ON BEHALF OF THE BOARD OF DIRECTORS
“Enrico Di Cesare
ENRICO DI CESARE, DIRECTOR, VICE-PRESIDENT RESEARCH & DEVELOPMENT
About St-Georges
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. 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.
- Published in St-Georges Eco-Mining