SXOOF - St-Georges Arranges Mixed Flow-Through & Hard Cash Financing for up to $1650000
(TheNewswire)
Montreal - TheNewswire - November 1 6 ,2020 - St-Georges Eco-Mining Corp. (CSE:SX) (CNSX:SX.CN) (OTC:SXOOF) (FSE:85G1) i s pleased to announce a non-brokeredprivate placement offering of units at a price of $0.10 and"flow-through" shares at a price of $0.10 for total grossproceeds of up to $1,650,000. Proceeds of thisOffering will be used to further advance the nickel extractiontechnology, exploration at the Julie Nickel and Manicouagan PalladiumProject in Quebec, and to initiate the definition of a maiden goldresource estimate at the Thor Gold project in the suburbs ofReykjavik, Iceland.
Each "Hard-Cash" Unit is comprised of one (1)common share in the capital of the Company (each, a " Share ") and one(1) Share purchase warrant (each whole, a " Unit Warrant ").Each Unit Warrant entitles the holder to purchase one (1) Share at anexercise price of $0.185 per Share for a period of twenty-four (24)months from the date of issuance (the " Unit Warrant Expiry Date ").
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 $0.45 per Share onany single day, the Company may, at its option, accelerate the WarrantExpiry Date by delivery of notice to the registered holders (an" AccelerationNotice ") thereof and issuing a pressrelease (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.
Institutional investors and an Icelandic drillingcompany represent the bulk of this private placement. Insiders arealso expected to participate up to the maximum level authorised. Thecompany has set aside an allocation for other interested parties untilNovember 18. The placement is expected to close by week's end.
A finder's fee might be paid on the Offering, subjectto the policies of the CSE. The securities issued in connection withthe Offering are subject to the applicablestatutory four-month and one day hold period. Closing of the Offeringis subject to receipt of applicable regulatory approvals, includingthe approval of the CSE.
Multilateral Instrument 61-101
Given the proposed participation of the insiderholders, the proposed financing constitutes a "related partytransaction" within the meaning of Multilateral Instrument 61-101- Protection of Minority Security holders in Special Transactions("MI 61-101").
St-Georges is relying on an exemption to both theformal valuation and the minority shareholder approval requirements ofMI 61-101, as neither the fair market value of the Units to bedistributed to, nor the fair market value of the consideration to bereceived by St-Georges from the insider holders in connection with theproposed financing exceeds 25% of St-Georges' sharecapitalisation.
Update on the proposed acquisition ofKings of the North
On August 21, 2020, the Company announced that it hadentered into an agreement with BWA Group Plc to acquire 100% of Kingof the North Corp. St-Georges had previously sold its 50.18% interestin KOTN to BWA in 2019.
St-Georges is expected to retain its equity interest inBWA, amounting to approximately 21%. The transaction is conditional toSt-Georges and BWA's ability to enter into a separate agreement withthe related third parties that were part of the 2019transaction.
The transaction completed by BWA included projectsowned by KOTN, which carried certain royalties and maintenance andexploration obligations. In parallel, other options were entered intoby KOTN under BWA's leadership and ownership. One of these options wasfor the Villebon Palladium Projects own by St-Georges in Abitibi. The option required a defined exploration programand significant exploration expenses to be engaged in order to triggerthe option. BWA/KOTN never activated the option. St-Georges nowremains the majority owner of the project with its minority equitypartners, Fancamp (TSX-V: FNC) and Sheridan Platinum Inc.
Since the announcement, St-Georges has negotiated withthe different vendors and optioners of the Canadian projects includedor assigned to KOTN on behalf of BWA. The majority of the thirdparties have recently agreed, in principle, to a renewed agreement inprevision and on the condition of the acquisition of KOTN bySt-Georges. The total absence of exploration work, payment of renewalcosts, and consequently, the loss of some of the optioned claims havemade the negotiations difficult. St-Georges management cannot, at thispoint, in time project the outcome of the transaction. Incollaboration with its legal advisors, the Company has been looking atpotential contingency plans to salvage its investments, its equity inthe projects, and the possible consequences created by thissituation.
ON BEHALF OF THE BOARD OF DIRECTORS
"Vilhjalmur T. Vilhjalmsson"
VILHJALMUR THOR VILHJALMSSON
President & CEO
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 Quebec'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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