Mr. Frank Dumas reports

ST-GEORGES ANNOUNCES CLOSING OF A $145,000 NON-BROKERED PRIVATE PLACEMENT

St-Georges Platinum and Base Metals Ltd. has received total subscriptions of $145,000 for 7.25 million units from 11 placees for what constitutes the final closing of the private placement announced on March 31, 2016.

Insider participation:  Neha Tally (corporate secretary), $9,000; Mark Billings (director), $25,000; Richard Barnett (chief financial officer), $10,000; Enrico Di Cesare (director), $15,000

Financing terms

On March 31, the company announced a private placement for a maximum of $145,000. The offering consists of units priced at two cents each. The units consist of one common share, and one non-transferable 28-month warrant entitling the purchaser to acquire one common share and one additional warrant for an initial exercise price of four cents. The second warrant will have an exercise price of six cents and will expire 28 months after the initial financing closing date.

At its discretion, the company will be able to force the exercise of the warrants if the price of the common shares on the Canadian Securities Exchange is at or above 150 per cent of the warrant exercise price for 10 consecutive days based on a VWAP (volume-weighted average price) calculation.

Proceeds of this financing will be set aside in order to pay costs related to exchanges listings, transfer agents, annual shareholder meetings, costs associated to the annual audits and to settle certain short-term debts at a favourable rate.

Multilateral Instrument 61-101

Given the proposed participation of the insider holders for a significant proportion of the financing, the proposed financing might constitute a related-party transaction within the meaning of Multilateral Instrument 61-101, protection of minority securityholders in special transactions.

St-Georges is relying on an exemption to both the formal valuation and the minority shareholder approval 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 received by St-Georges from, the insider holders in connection with the proposed financing exceeds 25 per cent of St-Georges's share capitalization.

All securities issuances are subject to CSE and regulatory approval.

Changes to board of directors

On May 5 2016, Mr. Fleming tendered his resignation as director, due to time constraints related to a new venture. The board of directors of St-Georges is grateful for Mr. Fleming's commitment to the company. Mr. Fleming may act as a consultant for the company from time to time in the future.

The current board of directors now consists of the following:

• Frank Dumas, president, chief executive officer and director;
• Mark Billings, chairman and director;
• Herb Duerr, director;
• Wei-Tek Tsai, director;
• Enrico Di Cesare, director;
• Gary Johnson, director.