SXOOF - Closing of $9.7M Offerings

(TheNewswire)

Montréal – TheNewswire - March 3, 2021 – St-Georges Eco-Mining Corp.(CSE:SX) (OTC:SXOOF)(FSE:85G1) (CNSX:SX.CN) is pleased to announce the firsttranche closing of its previously announced non-brokered privateplacement offering of 10,000,000 units at a price of $0.50 and8,831,632 “flow-through” units at a price of $0.60 for total grossproceeds of $9,698,979.20.

A second a final tranche should be completed sometimesbefore March 25, 2021 with one institutional investors.

Each Unit is comprised of one (1) common share (each, a“ Share ”) in the capital of the Corporation and one (1) Sharepurchase warrant (each, a “ Unit Warrant ”), entitling the holder topurchase one (1) Share at an exercise price of $0.65 until first 18months from the issuance and $1.05 for the 18 months thereafter,together 36 months expiry period (the “ Unit Warrant Expiry Date ”).

Each FT Unit is comprised of one (1) common share inthe capital of the Company on a “flow-through” basis (each, a“ FT Share ”) and one (1)FT Share purchase warrant (each, a “ FT Warrant ”). EachFT Warrant entitles the holder thereof to purchase one (1) Share at an exercise price of $0.75 until first 18months from the issue and $1.25 for the 18 months thereafter, together36 months expiry period (the “ FT Warrant Expiry Date ”, together with the Unite Warrant Expiry Date, the“ Warrant ExpiryDate ”).

In the event that, during the period of 4 monthsfollowing the closing date of the Offering, the trading price of theShares on the Canadian Securities Exchange (the “ CSE ”) reaches $0.95per Share on any single day, the Corporation may, at its option,accelerate the Warrant Expiry Date by delivery of notice to theregistered holders (an “ Acceleration Notice ”) thereof and issuing apress release (a “ WarrantAcceleration Press Release ”, and, in suchcase, the Warrant Expiry Date shall be deemed to be 5:00 p.m.(Montreal time) on the 30th day following the later of (i) the date onwhich the Acceleration Notice is sent to warrant holders, and (ii) thedate of issuance of the Warrant Acceleration Press Release.

The Corporation will use the proceeds of the Offeringto further advance the nickel extraction technology, exploration atthe Julie Nickel and Manicouagan Palladium Project in Québec, and toinitiate the definition of a maiden gold resource estimate at the ThorGold project in the suburbs of Reykjavik, Iceland.

The Corporation paid finder fee of $179,028.93 in cashand issued: (i) 140,000 non-transferable Finder’s warrants entitlingthe holder thereof to purchase at an exercise price of $0.65; and (ii)169,890 non-transferable Finder’s warrants entitling the holderthereof to purchase at an exercise price of $0.75, until the WarrantExpiry Date.

All securities issued pursuant to this tranche of theOffering are subject to the applicable statutory hold period endingJuly 4, 2021. The Offering is subject to the approval of the CSE.

Acceleration of Expiry Date ofWarrants

The Corporation also announces that, having met theirrespective trigger conditions, it has elected to exercise its right toaccelerate the expiry date of all outstanding common share purchasewarrants (the “ AcceleratedWarrants ”) of the Corporation issued on orbefore November 1, 2020, to April 5, 2021 , as detailed in the followingtable:

Related Party Transaction

Certain insiders of the Corporation subscribed for atotal of 2,100,000 Units and 2,500,000 FT Units under the Offering,which is a “related party transaction” within the meaning ofMultilateral Instrument 61-101 Protection of Minority Security Holdersin Special Transactions (“ MI61-101 ”). The issuances to the insiders areexempt from the valuation requirement of MI 61-101 by virtue of theexemption contained in section 5.5(b) as the Corporation’s sharesare not listed on a specified market and from the minority shareholderapproval requirements of MI 61-101 by virtue of the exemptioncontained in section 5.7(a) of MI 61-101 in that the fair market valueof the consideration of the securities issued to the related partiesdid not exceed 25% of the Corporation’s market capitalization.  TheCorporation did not file a material change report more than 21 daysbefore the expected closing of the Offering as the details of theOffering and the participation therein by related parties of theCorporation were not settled until shortly prior to closing and theCorporation wished to close on an expedited basis for sound businessreasons.

ON BEHALF OF THE BOARD OF DIRECTORS

"Neha E.Tally"

NEHA EDAH TALLY
Corporate Secretary

About St-Georges

St-Georges is developing new technologies to solve someof the most common environmental problems in the mining industry. TheCompany controls all the active mineral tenures in Iceland. It alsoexplores for nickel & PGEs on the Julie Nickel Project and theManicougan Palladium Project on the Québec’s North Shore.Headquartered in Montreal, St-Georges’ stock is listed on the CSEunder the symbol SX, on the US OTC under the Symbol SXOOF and on theFrankfurt Stock Exchange under the symbol 85G1

The Canadian Securities Exchange(CSE) has not reviewed and does not accept responsibility for theadequacy or the accuracy of the contents of this release.

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