St-Georges Arranges Mixed Flow-Through & Hard Cash Financing for up to $1,650,000
St-Georges Arranges Mixed Flow-Through & Hard Cash Financing for up to $1,650,000
-FOR IMMEDIATE RELEASE-
Montréal, November 15 , 20 20 – St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) is
pleased to announce a non -brokered private placeme nt offering of units at a price of $0. 10 and “flow -through”
shares at a price of $0.10 for total gross proceeds of up to $1,650,000. Proceeds of this Offering will be used to
further advance the nickel extraction technology, explor ation at the Julie Nickel and Manicouagan Palladium
Project in Qu ébec, and to initiate the definition of a maiden gold resource estimate at the Thor Gold pro ject in the
suburbs of Reykjavik, Iceland.
Each “Hard-Cash” Unit is comprised of one (1) common share in the c apital 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 an exercise 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 perio d of 4 months following the closing d ate of the Offering , the trading price of the
Shares on the Canadian Securities Exchange (the “ CSE”) reaches $0.45 per Share on any single day, the Company
may, at its option , accelerate the Warrant Expiry Date by delivery of notice to the registered holders (an
“Acceleration Notice”) thereof and issuing a press release (a “ Warrant Acceleration Press Relea se”, and, in such
case, 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 on which the Acceleration Notice is sent to w arrant holders, and (ii) the date of issuance of the
Warrant Acceleration Press Release.
Institutional investors and an Icelandic drilling company represent the bulk of th is private placement. Insiders are
also expected to participate up to the ma ximum level authorised. The company has set aside an allocation for other
interested parties until November 18. The placement is expected to close by week’s end.
A finder’s fee might be paid on the Offering, subject to the policies of the CSE. The securities issued in connection
with the Offering are subject to the applicable statutory four-month and one day hold period. Closing of the Offering
is subject to receipt of applicable regulatory approvals, including the approval of the CSE.
Multilateral Instrument 61-101
Given the proposed participation of the insider holders, the proposed financing cons titutes a “relate d party
transaction” wit hin 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 the formal valuation and the minorit y shareh older app roval
requirements of MI 61-101, as neither the fair market value of the Units to be distributed to, nor the fair market
value of the consideration to be r eceived by St -Georges from the insider holders in connection with the proposed
financing exceeds 25% of St-Georges’ share capitalisation.
Update on the proposed acquisition of Kings of the North
On August 21, 2020, the Company announced that it had entered into an agreement with BWA Group Plc to acquire
100% of King of the North Corp. St-Georges had previously sold its 50.18% interest in KOTN to BWA in 2019.
St-Georges is expected to retain its equity interest in BWA, amounting to approximately 21%. The transaction is
conditional to St -Georges and BWA’s ability to enter into a separate agreement with th e related third parties that
were part of the 2019 transaction.
The transaction completed by BWA included projects owned by KOTN, which carried certain royalties and
maintenance and exploration obligations. In parallel , other options wer e en tered into by KOTN under BWA’s
leadership and ownership. One of these options was for the Villebon Palladium Projects own by St -Georges in
Abitibi. The option required a defined exploration program and significant exploration expenses to be engaged in
order to trigger the option. BWA/KOTN never acti vated the option. St -Georges now remains the majority owner of
the project with its minority equity partners, Fancamp (TSX-V: FNC) and Sheridan Platinum Inc.
Since the announcement, St -Georges has negotia ted with the diff erent vendors and optioners of t he Canadian
projects included or assigned to KOTN on behalf of BWA. The majority of the third parties have recently agreed, in
principle, to a renewed agreement in prevision and on the condition of the acqui sition of KOTN by St-Georges. The
total absence o f exploration work, payment of renewal costs, and consequently, the loss of some of the optioned
claims have made the negotiations difficult. St -Georges management cannot, at this point, in time project the
outcome o f the tr ansaction. In collaboration with its legal advisors, the Company has been looking at potential
contingency plans to salvage its investments, its equity in the projects, and the possible consequences created by this
situation.
ON BEHALF OF THE BOARD OF DIRECTORS
“Vilhjalmur T. Vilhjalmsson”
VILHJALMUR THOR VILHJALMSSON
President & CEO
About St-Georges
St-Georges is developing new t echnologies to solve some of the most common environmental problems in the
mining industry. The Company controls all the active mineral tenures in Iceland. It also explores for nick el & PGEs
on the Julie Nickel Project and the Manicougan Palladium Project on the Québec’s North Shore. Headquartered in
Montreal, St-Georges’ stock is listed on the CSE under the sy mbol SX, on the US OTC under the Symbol SXOOF
and on the Frankfurt Stock Exchange under the symbol 85G1
The Canadian Securitie s Exchange (CSE) has not reviewed and does not accept responsibility for the adequacy or
the accuracy of the contents of this release.