07:54:31 EDT Fri 26 Apr 2024
Enter Symbol
or Name
USA
CA



St-Georges Eco-Mining Corp
Symbol SX
Shares Issued 89,998,599
Close 2018-05-18 C$ 0.295
Market Cap C$ 26,549,587
Recent Sedar Documents

St-Georges to spin out ZeU Crypto Networks subsidiary

2018-05-22 13:46 ET - News Release

Mr. Frank Dumas reports

ST-GEORGES ECO-MINING ANNOUNCES SPIN-OUT OF SUBSIDIARY ZEU CRYPTO NETWORKS & INTELLECTUAL PROPERTY ACQUISITION AGREEMENT AMENDMENT WITH TIANDE

St-Georges Eco-Mining Corp. 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 activities, while seeking to maximize shareholder value of the technologies to be acquired by ZeU by placing them in a separate public company. The spinout will allow ZeU management to initiate and grow operations with no further restrictions.

Shareholders to receive one ZeU share for every eight St-Georges shares

It is proposed that the spinout would be effected by way of a plan of arrangement, which would see shareholders of St-Georges receive an aggregate of 11,249,825 shares of ZeU, representing one share of ZeU for every eight shares of St-Georges held, and St-Georges would retain 8,750,175 of the 20 million shares of ZeU that St-Georges currently owns. Additional information regarding distributions to shareholders will be disclosed by way of a circular in the coming weeks.

Financing

ZeU is planning to complete an initial tranche of the previously announced debenture financing, prior to the spinout, for up to an aggregate amount of $10-million. The company will not seek additional amounts within that proposed financing. The company will instead initiate a separate private placement in parallel to the spinout to be completed concurrently with the arrangement by way of subscription receipts of ZeU at a price of $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. Upon the satisfaction of certain conditions, the warrant shall be automatically exercised, for no additional consideration, to acquire $1,000 principal amount of 10 per cent unsecured convertible debentures of ZeU. Each convertible debenture shall be convertible into common shares of ZeU, as applicable, at a price of $1 per share, subject to adjustment in certain events.

Further details of the spinout, the arrangement and the concurrent financing will be contained in the management information circular to be mailed to shareholders 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 CSE. Notwithstanding the receipt of all requisite approvals, the directors of St-Georges reserve the right to not proceed with the arrangement.

Amendment to Tiande asset acquisition agreement

St-Georges also wishes to inform that, further to its Feb. 26, 2018, press releases, ZeU has signed an agreement amending certain terms and conditions of its definitive asset purchase agreement dated Feb. 23, 2018, with Qingdao Tiande Technologies Ltd. and Beijing Tiande Technologies Ltd. (with the intervention of Guiyang Tiande Technologies Ltd.) to purchase substantially all the intellectual property of the vendors.

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-million concurrent financing condition and the reorganization of the purchase price to provide for: the delivery on the closing date, which will now occur concurrently with the completion of the arrangement, to vendors of 30 million common shares of ZeU and 75 million common share purchase warrants of ZeU exercisable at of $1 for a period of three years following the listing of ZeU on a recognize stock exchange; the delivery, to the extent and only if all of the milestone conditions are satisfied, of an additional 45 million common shares of ZeU; and the delivery, to the extent and only if the patent condition is satisfied, of a final 75 million 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).

About St-Georges Eco-Mining Corp.

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 and for industrial minerals on Quebec's North Shore and for lithium and rare metals in Northern Quebec and in the Abitibi region.

We seek Safe Harbor.

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