St-Georges Eco-Mining Announces Spin-Out of Subsidiary ZeU Crypto Networks & Intellectual Property Acquisition Agreement Amendment with Tiande
Momentum Public Relations
Press Release: May 22 2018
St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) announces that it intends to spin-out its subsidiary ZeU Crypto Networks Inc., with the intent of listing ZeU on the Canadian Securities Exchange. The transaction is being undertaken to focus the efforts of St-Georges on its core mining, metallurgical processes and commodities management technologies related activities, while seeking to maximize shareholder value of the technologies to be acquired by ZeU by placing them in a separate public company. The spin-out will allow ZeU management to initiate and grow operations with no further restrictions.
Shareholders to receive one ZeU share for every 8 St-Georges shares.
It is proposed that the spin-out would be effected by way of a plan of arrangement (the “Arrangement “) which would see shareholders of St-Georges receive an aggregate of 11,249,825 shares of ZeU, representing one (1) share of ZeU for every eight (8) shares of St-Georges held, and St-Georges would retain 8,750,175, of the 20,000,000 shares of ZeU St-Georges currently owns. Additional information regarding distributions to shareholders will be disclosed by way of circular in the coming weeks.
Financing
ZeU is planning to complete an initial tranche of the previously announced debenture financing, prior to the spin-out, for up to an aggregate amount of $10 million dollars. The company won’t seek additional amounts within that proposed financing and will instead initiate a separate private placement in parallel to the Spin-Out transaction (“Concurrent Financing “) to be completed concurrently with the Arrangement by way of subscription receipt of ZeU (the “Subscription Receipts “) at a price of C$1,000 per Subscription Receipt. Upon closing of the Arrangement, each holder of Subscription Receipts will receive, for no additional consideration and subject to adjustment, one special warrant (the “Special Warrants “) that, upon the satisfaction of certain conditions, shall be automatically exercised, for no additional consideration, to acquire $1,000 principal amount of 10% unsecured convertible debentures of ZeU (each, a “Convertible Debenture ” and, collectively, the “Convertible Debentures “). Each Convertible Debenture shall be convertible into common shares of ZeU, as applicable, at a price of $1.00 per share, subject to adjustment in certain events.
Further details of the spin-out transaction, the Arrangement and the Concurrent Financing will be contained in the management information circular to be mailed to shareholders of St-Georges and filed on SEDAR in connection with the meeting of shareholders to be held to approve the transaction, currently contemplated to be held in July 2018. The Arrangement remains subject to approval by the shareholders of St-Georges, receipt of a final court order from the Superior Court of Quebec, and the approval of the listing of ZeU by the Canadian Securities Exchange. Notwithstanding the receipt of all requisite approvals, the directors of St-Georges reserve the right to elect to not to proceed with the Arrangement.
Amendment to Tiande Assets Acquisition Agreement
St-Georges also wishes to inform that, further to its February 26, 2018 press releases, ZeU has signed an agreement amending (the “Amending Agreement “) certain terms and conditions of its definitive asset purchase agreement dated February 23, 2018 with Qingdao Tiande Technologies Limited (“Qingdao “) and Beijing Tiande Technologies Limited (“Beijing ” and together with Qingdao, the “Vendors” ) with the intervention of Guiyang Tiande Technologies Limited to purchase substantially all the intellectual property of the Vendors (the “Acquisition “).
The purpose of the Amending Agreement is to eliminate uncertainties related to the closing of the Acquisition, expedite the Arrangement, which will allow ZeU to fully commit to the development of the Vendors’ Blockchain Technology, and facilitate the Concurrent Financing.
The material terms of the Amending Agreement are the removal of the minimum $10,000,000 concurrent financing condition, and the reorganization of the purchase price to provide for: (i) the delivery on the closing date, which will now occur concurrently with the completion of the Arrangement, to Vendors of 30,000,000 common shares of ZeU and 75,000,000 common share purchase warrants of ZeU exercisable at of $1.00 for a period of three years (3 years) following the listing of ZeU on a recognize stock exchange; (ii) the delivery, to the extent and only if all of the Milestone Conditions (please see February 26, 2018 press releases for details) are satisfied, an additional 45,000,000 common shares of ZeU; and (iii) the delivery, to the extent and only if the Patent Condition (please see February 26, 2018 press releases for details) is satisfied, of a final 75,000,000 common shares of ZeU.
The Acquisition remains subject to requisite regulatory approval and satisfaction of closing conditions contained in the agreement, including completion of the Arrangement.
ON BEHALF OF THE BOARD OF DIRECTORS
“Frank Dumas”
FRANK DUMAS, PRESIDENT & CEO
Medias and Regulators Only: 514.295.9878
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.
The release contains forwarding looking information and statements as defined by law including, without limitation, Canadian securities laws and the “safe harbor” provisions of the US Private Securities Litigation Reform Act of 1995 (“forward-looking statements”), respecting St- Georges’ plans to spin-out its subsidiary ZeU. which is intended to be listed on the Canadian Securities Exchange. Forward-looking statements involve risks, uncertainties and other factors that may cause actual results to materially differ from those expressed or implied by the forward-looking statements including that the spin-out may not be completed as planned or at all due to failure to obtain shareholder or regulatory approval ,the inability to complete the Acquisition, raise sufficient capital to adequately fund Zeu or a decision of the board of St-Georges not to proceed, which decision can be made at any time prior to closing. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and a number of assumptions that may prove to be incorrect, including, without limitation, assumptions about general business and economic conditions, the timing and receipt of required approval and continued availability of capital and financing. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein. The foregoing list is not exhaustive and St-Georges undertakes no obligation to update any of the foregoing except as required by law.
- Published in St-Georges Eco-Mining
St-Georges Retains Gravitas Securities Inc. as Strategic Financial Advisors
Momentum Public Relations
Press Release: March 20 2018
St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) is pleased to announce that it has retained the services of Gravitas Securities Inc. to act as financial advisors to St-Georges and its related entities.
Gravitas will be tasked with assisting ZeU Crypto Networks Inc., St-Georges wholly-owned subsidiary, which is currently in the process of acquiring all the intellectual properties of Tiande, a developer of permission-based blockchain protocol with BigData connectivity. Gravitas will provide a number of services to ZeU including providing capital markets intelligence & guidance, financial & operational analysis of the company, and recommendations on capital requirements and strategic business decisions.
“With its contingent of Sino-Canadian personnel able to review our technology and business legal documentation in mandarin and the positive approach of the firm toward disruptive blockchain technologies, Gravitas is an excellent match for us. Their involvement should help us accelerate our financing effort with other securities firms and institutional investors. We also welcome their expertise to assist us for any corporate actions that might be undertaken in the coming months by the company” commented ZeU President Frank Dumas.
About Gravitas
Gravitas Securities is a leading wealth management and capital markets firm comprised of tactical individuals known for their sophisticated sector expertise, commitment to excellence, and a global platform committed to integration and innovation. Gravitas provides a wide range of investment services for retail and corporate clients globally with offices in Toronto and Vancouver, and is represented in the United States through its FINRA representative, Gravitas Capital International, in New York.
Gravitas Securities Inc. is a member of IIROC and CIPF.
ZeU Crypto Networks welcomes Lord Razzall as a director of the corporation
ZeU is pleased to welcome Lord Edward Timothy Razzall on its board of directors. Lord Razzall is a member of the British Parliament’ House of Lords and a Commander of the British Empire (CBE). Baron Razzall has been co-chair of the Liberal Democrat Parliamentary Committee on Business, Innovation and Science. He has over 35 years’ corporate finance experience and has developed a reputation for his expertise in multinational and cross border transactions. He was until recently the Liberal Democrat spokesman on Trade and industry and he’s now the Lords spokesman for manufacturing. He is currently Co-Chair of the Liberal Democrat Parliamentary Party Committee on Business, Innovation and Skills. Lord Razzall studied at Oxford University and qualified as a solicitor in 1969. ZeU expect to leverage Tim’s experience and interest in regulations, governance, monetary policies, intellectual property and corporate finance to its advantage.
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.
- Published in St-Georges Eco-Mining
St-Georges Eco-Mining Provide Corrections to February 26, 2018 News Release: St-Georges Eco-Mining Subsidiary ZeU Crypto Signs Definitive Agreement with Tiande
Momentum Public Relations
Press Release: February 27
St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) This document corrects and replaces the press release that was issued by St-Georges Eco-Mining Corp. (CSE: SX) today, February 26, 2018 at 11:56:26 AM EST. The error occurred in the paragraph three (3) where it should have read “75,000,000 common share purchase warrants” instead of “150,000,000” and “an additional 10,000,000 Shares” instead of “75,000,000”, the whole as a corrected copy below.
St-Georges Eco-Mining Subsidiary ZeU Crypto Signs Definitive Agreement with Tiande
-FOR IMMEDIATE RELEASE-
Montreal, 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. (“ZeU”) has signed a definitive asset purchase agreement dated February 23, 2018 with Qingdao Tiande Technologies Limited (“Qingdao”) and Beijing Tiande Technologies Limited (“Beijing” and together with Qingdao, the “Vendors”) with the intervention of Guiyang Tiande Technologies Limited to purchase substantially all the intellectual property of the Vendors (the “Acquisition”).
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 75,000,000 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 10,000,000 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.
- Published in St-Georges Eco-Mining, Uncategorized