Mr. Frank Dumas reports

ZEU COMPLETES DEBT SETTLEMENT TRANSACTION

Further to ZeU Technologies Inc.'s press release dated April 5, 2023, the corporation has completed the transaction contemplated under the debt settlement agreement entered into between the corporation and St-Georges Eco-Mining Corp. on March 31, 2023.

The transaction was completed by issuing to St-Georges:

1. 1,386,328 common shares of the corporation at a deemed issue price of 10 cents per debt share;
2. 6.5 million common share purchase warrants exercisable into common shares of the corporation for a period of three years from their issuance at a price of 15 cents per share, providing that any payment received by the corporation upon the exercise of the warrants will be used to repay the capital of the debenture (as defined herein);
3. An unsecured non-convertible debenture of the corporation in the principal amount of $947,467.22 maturing on April 30, 2027, bearing annual interest at 18 per cent payable quarterly in shares at a price equal to the greater of: (i) the 10-day VWAP (volume weighted average price) of the shares on the Canadian Securities Exchange (the CSE) at the end of each quarter, and (ii) 10 cents per share. Pursuant to the debt settlement, St-Georges accepted the issuance of the debt shares, the warrants and the debenture as full and final repayment of all outstanding debts owed to St-George by ZeU prior to the debt settlement and all accrued and unpaid interest on the prior debt, having an aggregate value of $1,086,099.98. Upon receipt of the debenture, the prior debt was extinguished.

The debt securities are subject to a hold period expiring on Sept. 18, 2023, in accordance with applicable securities laws and the policies of the CSE. The debt settlement is subject to the applicable approval of the CSE.

The debt settlement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The corporation is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(e) of MI 61-101. The corporation did not file a material change report in respect of the related party transaction at least 21 days before the closing of the debt settlement, which the corporation deems reasonable in the circumstances as the corporation was in the process of negotiating the terms of the debt settlement.

Early warning report

The material herein is being provided in connection with the filing of an early warning report by St-Georges pursuant to the requirements of National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Prior to the debt settlement, St-Georges held 10,136,191 shares, representing approximately 24.54 per cent of the issued and outstanding shares on an undiluted basis. Following completion of the debt settlement, St-Georges's holding of shares represents approximately 26.99 per cent of the issued and outstanding shares on an undiluted basis (based on an aggregate of 42,694,276 issued and outstanding shares), and its holding of warrants and Debenture represents approximately 44.35 per cent of the issued outstanding shares on a partially diluted basis, assuming the exercise of the 6.5 million warrants and the payment of the debenture's interest at the minimum conversion price of 10 cents per share on the debenture's principal amount until maturity.

A copy of the early warning report to be filed by St-Georges in connection with the debt settlement will be available on ZeU's SEDAR profile once it has been filed in accordance with applicable securities laws.

About ZeU Technologies Inc.

ZeU is a forward-thinking Canadian technology company that has developed a state-of-the-art DLT protocol, providing the foundation for the next generation of encrypted and distributed networks. Thanks to its high level of sophistication, ZeU's technology maximizes transparency, security and scalability, as well as big data management. ZeU's strategy is to monetize DLT transactions in diverse sectors such as payment, gaming, data and health care.