ZeU Maltese Regulations Update & Corporate Developments
ZeU Maltese Regulations Update & Corporate Developments
-FOR IMMEDIATE RELEASE-
Montréal, May 28, 2019 – St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE:
85G1) is pleased to inform the public that its subsidiary, ZeU Crypto Networks Inc., has entered
into a Binding Term Sheet to license its Random Number Generator to a South Asian online
gaming group. ZeU is also pleased to announce that it signed a binding term sheet to acquire
intellectual property and enter into co -development agr eements with two non arm s-length
blockchain developers. ZeU would also like to disclose the current status of its blockchain email
project.
Random Generator Licensing Agreement
ZeU has signed a binding term sheet with Star Epigone Capital Ltd. of the British Virgin Islands
to provide Star Epigone with a license for ZeU’s Random Number Generator to be used by Star
Epigone in its online gaming product offering. Star Epigone has access to an already established
clientele through its online g aming business and is planni ng to integrate lotteries and other
gambling offerings using ZeU’s technologies solutions.
A long form version of the development and maintenance agreement for the creation of a
blockchain lottery and gam bling software will be finalized no later than Jul y 5 , 2019. All
development and licensing costs will be covered by Star Epigone , the operator . The profit-
sharing component of the final agreement will distribute profits along this breakdown:
Star Epigone Capital ltd. 75%
ZeU Crypto Networks Inc. 10%
St-Georges Eco-Mining Corp. 7.5%
Minority Partnership 7.5%
Closing is subject to Regulatory Approval and the approval of the ZeU’s board of directors.
Acquisition of a controlling position in vSekur Network Ltd.
ZeU has entered into a binding term sheet to acquire 2,100,000 fir st rank preferred shares of
vSekur Network Ltd. The share s have a redemption value of $1.00 and bear a 6% annual
interest. The preferred shares can be converted in to common share s of vSekur at the current
value of $1 each, or at th e last equity raise price. ZeU will have the right to maintain its equity
position with a right of first refusal in all future financing efforts of vSekur. If converted in
common shares, this would represent more than 21 % of the company outstanding common
shares.
vSekur is already developing the patient account security component of ZeU Healthcare SaaS. It
will now become the primary provider of anonymization solutions for the different development
initiatives of ZeU.
Considerations
As a counterpart to vSe kur preferred Shares, ZeU will issue to vSekur approximately 215,325
convertible debenture units with a minimum floor conversion of CAD $3.25 for one yea r. The
transaction is planned to close within 5 days of ZeU listing on a Canadian securities exchange.
Non Arm-Length Transaction
Jean-Philippe Beaudet , ZeU ’s director and CTO , is also a di rector and major shareholder of
vSekur. He will abstain from any discussion related to this transaction o r future negotiation
between the companies.
The transaction is conditional on regulatory approval and ZeU’s board of director’s approval and
will be subject to an independent valuation. A long form agreement will be signed at closing.
Acquisition of a controlling stake in Hong-Kong’s Pure Data Tech
In order to further accelerate the development of its blockchain healthcare SaaS solution, ZeU
management has entered into a binding term sheet with Pure Data Tech Corporation of Hong
Kong. The corporation is controlled by Dr. Fenglian Xu, a director of ZeU. Pure has received
investment and grants in excess of £1m up to today . The company operates a turnkey solution
that includes software, hardware and management services (MIS) for the healthcare industry in
South-East Asia with a focus on Singapore and Malaysia. The compani es will partner in certain
aspects of their devel opment. While Pure will leverage ZeU’s blockchain technology, ZeU will
be able to integrate Pure’s machine learning IP into its Healthcare SaaS solution.
The transaction is expected to close within 5 days of ZeU listing its common shares on a
Canadian securities exchange.
Considerations
ZeU will issue 461,540 subordinated debenture units convertible at a floor price of CAD $3.25
for a total of approximately CAD $1,500,000 and 400,000 three years special warrants in favor
of Pure at an execution price of CAD $3.75.
Pure will issue approximately £1,000,000 worth of 1st Rank, Fixed Redeemable and Convertible
Preferred Shares of Pure in favor of ZeU currently representing after conversion, 42% of Pure’s
common shares.
Non Arm-Length Transaction
Dr. Fenglian Xu is a director of ZeU and also a director and major shareholder of Pure Data
Tech. She will abstain from any discussion related to this transaction and of any future
negotiation between the companies.
The transaction is conditional on regulatory approval and ZeU’s board of director’s approval and
will be subject to an independent valuation. A long form agreement will be signed at closing.
Corporate Update
ZeU’s management is please d to inform its sharehol ders that its Maltese legal advisors have
cleared the way to a beta testing of its blockchain email marketplace with a slightly altered
version of its platform. ZeU will use token s with no commercial value and an expiry date for the
duration of the beta testing phase of its email. The tests will be migrated to the Maltese licensing
authority sandbox. Furthermore, ZeU will create a Maltese wholly owned subsidiary to run the
blockchain email marketplace and request the proper master license allowing all comme rcial
clients of the email marketplace to fall under the ZeU license when issuing their own tokens. The
initial expectations of the company were that it must obtain a final license from the authorities
before the beginning of its trial . Management is happy with the recent de velopment on this
aspect of the regulatory framework for its email marketplace platform.
The company is actively coding a new version of the email platform with limited capabilities that
will be used for its beta testing and for the Maltese Sandbox trial.
ON BEHALF OF THE BOARD OF DIRECTORS
“Frank Dumas”
FRANK DUMAS
DIRECTOR & COO, ST-GEORGES ECO-MINING
PRESIDENT & CEO, ZEU CRYPTO NETWORKS.
The Canadian Securities Exchange (CSE) has not reviewed and does not accept responsibility
for the adequacy or the accuracy of the contents of this release.