(TheNewswire)
Montréal, QC - TheNewswire - May 17, 2023 - ZeU Technologies Inc. (CSE:ZEU) (OTC:ZEUCF) is pleased to announce that further to its press releasedated April 5, 2023, the Corporation has completed the transactioncontemplated under the debt settlement agreement entered into betweenthe Corporation and St-Georges Eco-Mining Corp. on March 31,2023.
The transaction was completed by issuing to St-Georges:
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1,386,328 common shares of the Corporation (the Debt Shares ”) at a deemed issue price of $0.10 per Debt Share
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6,500,000 common share purchase warrants (the Warrants ”) exercisable into common shares of the Corporation(“ Shares ”) for a period of three years from their issuance at aprice of $0.15 per Share, providing that any payment received by theCorporation upon the exercise of the Warrants will be used to repaythe capital of the Debenture (as defined below); and
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an unsecured non-convertible debenture of theCorporation in the principal amount of $947,467.22 maturing on April30, 2027, bearing annual interest at 18% payable quarterly in Sharesat a price equal to the greater of: (i) the 10-day VWAP of the Shareson the Canadian Securities Exchange (the CSE ”) at the end of each quarter, and (ii) $0.10 per Share (the Debenture ”). Pursuant to the Debt Settlement, St-Georges acceptedthe issuance of the Debt Shares, the Warrants, and the Debenture (the“ Debt Securities ”) as full and final repayment of all outstanding debtsowed to St-George by ZeU prior to the Debt Settlement (the“ Prior Debt ”) and all accrued and unpaid interest on the Prior Debt,having an aggregate value of $1,086,099.98. Upon receipt of theDebenture, the Prior Debt was extinguished.
The Debt Securities are subject to a hold periodexpiring on September 18, 2023, in accordance with applicablesecurities laws and the policies of the CSE. The Debt Settlement issubject to the applicable approval of the CSE.
The Debt Settlement constitutes a “related partytransaction” within the meaning of Multilateral Instrument 61-101– Protection of MinoritySecurity Holders in Special Transactions (“ MI 61-101 ”). The Corporation is relying on the exemptions from thevaluation and minority shareholder approval requirements of MI 61-101contained in sections 5.5(b) and 5.7(e) of MI 61-101. The Corporationdid not file a material change report in respect of the related partytransaction at least 21 days before the closing of the DebtSettlement, which the Corporation deems reasonable in thecircumstances as the Corporation was in the process of negotiating theterms of the Debt Settlement.
Early Warning Report
The below is being provided in connection with thefiling of an early warning report by St-Georges (the “ Early Warning Report ”) pursuant to the requirements of National Instrument62-103 – The Early WarningSystem and Related Take-Over Bid and Insider ReportingIssues .
Prior to the Debt Settlement, St-Georges held10,136,191 Shares, representing approximately 24.54% of the issued andoutstanding Shares on an undiluted basis. Following completion of theDebt Settlement, St-Georges’ holding of Shares representsapproximately 26.99% of the issued and outstanding Shares on anundiluted basis (based on an aggregate of 42,694,276 issued andoutstanding Shares), and its holding of Warrants and Debenturerepresents approximately 44.35% of the issued outstanding Shares on apartially-diluted basis, assuming the exercise of the 6,500,000Warrants and the payment of the Debenture’s interest at the minimumconversion price of $0.10 per Share on the Debenture’s principalamount until maturity.
A copy of the Early Warning Report to be filed bySt-Georges in connection with the Debt Settlement will be available onZeU’s SEDAR profile once it has been filed in accordance withapplicable securities laws. A copy may be obtained by contacting NehaTally, Corporate Secretary of the Corporation, at neha_tally@dumasbancorp.com or +1 514 996-6342.
ON BEHALF OF THE BOARD OF DIRECTORS
“FrankDumas”
Frank Dumas
President & CEO
About ZeU
ZeU is a forward-thinking Canadian technology companythat has developed a state-of-the-art DLT protocol, providing thefoundation for the next generation of encrypted and distributednetworks. Thanks to its high level of sophistication, ZeU’stechnology maximizes transparency, security and scalability, as wellas big data management. ZeU’s strategy is to monetize DLTtransactions in diverse sectors such as payment, gaming, data, andhealthcare.
The Canadian Securities Exchange (CSE) has not reviewed and does notaccept responsibility for the adequacy or the accuracy of the contentsof this release.
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