Sedar Posting SEE BELOWFORM 10 - NOTICE OF PROPOSED SIGNIFICANT TRANSACTION January2015 Page 1 LEGAL_29373744.1
FORM 10 NOTICE OF PROPOSED SIGNIFICANT TRANSACTION (not involving an issuance or potential issuance of a listed security)1
1 If the transaction involved the issuance of securities, other than debt securities that are not convertible into listed securities, use Form 9.
Name of Listed Issuer: St-Georges Eco-Mining Corp. (the “Issuer”).
Trading Symbol: SX
Issued and Outstanding Securities of the Issuer Prior to Transaction:
Date of News Release Fully Disclosing the Transaction: January 7 and May 22, 2018
1. Transaction
1. Provide details of the transaction including the date, description and location of assets, if applicable, parties to and type of agreement (eg: sale, option, license, contract for Investor Relations Activities etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: The Issuer subsidiary, ZeU Crypto Networks Inc. (“ZeU”), intends to complete a 10% unsecured convertible debentures (the “Convertible Debentures”) financing for aggregate principal amount of up to $10,000,000. Each Convertible Debenture shall be convertible into common shares of ZeU, as applicable, at a price of $1.00 per share, subject to adjustment in certain events.
2. Provide the following information in relation to the total consideration for the transaction (including details of all cash, non-convertible debt securities or other consideration) and any required work commitments:
(a) Total aggregate consideration in Canadian dollars: Up to $10,000,000 .
(b) Cash: Up to $10,000,000 .
(c) Other: Up to $10,000,000 in digital assets .
(d) Work commitments: .
FORM 10 - NOTICE OF PROPOSED SIGNIFICANT TRANSACTION January2015 Page 2 LEGAL_29373744.1