St-Georges Announces Kings Of The North Entered Into Option To Acquire Winterhouse Project And Arranged $2,000,000 Debenture Offering

2017-12-18 / @thenewswire

(TheNewswire)

Montreal / TheNewswire / December 18, 2017 – St-Georges Platinum & Base Metals Ltd. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) is pleased to announce that its wholly owned subsidiary, Kings of the North Corp., entered into an option agreement to acquire a 100% interest in the Winter House project.

King of the North Corp also announces that it has arranged a non-brokered private placement offering (the "Offering") of unsecured debentures (the "Debentures") for aggregate maximum gross proceeds of $2,000,000, to be used for working capital and general corporate purposes. The Debentures will have an 18-month maturity date and pay interest at the rate of 10% per annum, calculated quarterly in arrears. Upon the occurrence of a liquidity event in Kings of the North Corp. (a “Liquidity Event”) before the Maturity Date, the Debentures’ aggregate principal amount plus accrued and unpaid interest may be converted at the holder's option into common shares of Kings of the North Corp. (each a “KOTN Share”) at a deemed conversion price equal to 25% of the liquidity event pricing, subject to a minimum initial issuance of $0.20 per Share and regulatory approval.

Winter House Option

In consideration for the 100% interest in the Property, KOTN will issue an aggregate of 6,000,000 Shares, assume $140,000 in current and on-going exploration expenses and grant a 3.5% net smelter return royalty on the Property.

On exercise of the Option, KOTN will have 18,000,000 Shares outstanding, of which St-Georges will hold 67%.

About the Winter House Project

The Winter House Project consists of 63 map-designated cells covering a surface area of 3,290 hectares (approximately 33 sq. km) and is located approximately 95 kilometres west of the town of Fermont, on the Quebec North Shore.

The Winter House project is part of the Superior geological province and is mainly composed of volcano-sedimentary rock assemblages of the Courcy and Soulard formations in contact with tonalites of the eastern Opatica Subprovince. Winter House is adjacent to the eastern border of Stelmine Canada’s Courcy project, which exposed gold mineralized zones, grading up to 24.8 g/t Au in grab samples (see Stelmine Canada PR dated October 17 of 2017) and up to 167 g/t Au over 0.5 metres in channel samples and up to 4.27 g/t Au over 42 m, including 12.15 g/t Au over 13.5 m in drill samples (Source SIGEOM: GM61872 and GM 62834).

Based on historical work, the Winter House project shows strong electromagnetic anomalies detected by a MAG-AeroTEM (magnetics and electromagnetics) airborne geophysical survey performed in 2008. These anomalies extend over a few kilometres and could represent potential targets for gold. During the summer of 2017, a follow-up reconnaissance program on the ground allowed the vendors to collect a total of 123 bedrock (surface) grab samples on these geophysical anomalies. These samples have been submitted for analyses for gold and a package of multi-elements. The results from these analyses are pending and will be released as soon as all results are received and compiled.

Related Party Transaction

A portion of the Option constitutes a “related party transaction” as set out in Multilateral Instrument 61-101, Protection of Minority Shareholders in Special Transactions (“MI 61-101”), as François (Frank) Dumas and Neha Edah Tally, both officers of St-Georges, will be issued under the Option respectively 1,280,000 and 120,000 Shares. The transaction is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 as neither the fair market value of any securities issued to or the consideration paid by such persons exceeds 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the closing of the Option as it wished to close on an expedited basis for sound business reasons.

Alain Berclaz, P.Geo, a consultant to St-Georges and a Qualified Person under the definition of Canadian National Instrument 43-101, has approved the technical information in this news release.

ON BEHALF OF THE BOARD OF DIRECTORS

“Mark Billings”

MARK BILLINGS, PRESIDENT & CEO OF KINGS OF THE NORTH, CHAIRMAN AND DIRECTOR OF ST-GEORGES PLATINUM LTD.

About St-Georges

St-Georges is developing new technologies to solve the some of the most common environmental problems in the mining industry.

The Company controls directly or indirectly, through rights of first refusal, all of the active mineral tenures in Iceland. It also explores for nickel on the Julie Nickel Project & for industrial minerals on Quebec's North Shore and for lithium and rare metals in Northern Quebec and in the Abitibi region. Headquartered in Montreal, St-Georges' stock is listed on the CSE under the symbol SX, on the US OTC under the Symbol SXOOF and on the Frankfurt Stock Exchange under the symbol 85G1. For additional information, please visit our website at www.stgeorgesplatinum.com

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.