St-Georges Announces the Closing of a $476,000 Private Placement and a $60,000 Share for Debt

MONTREAL, QC / ACCESSWIRE / February 19, 2015 / St-Georges Platinum and Base Metals Ltd. (US OTC: SXOOF) (CSE:SX) (85G1.F) announces that it has received total subscriptions of $476,075.15 (7,934,578 shares and 7,934,578 warrants) from a total of ten (10) placees for what now constitutes a first closing of the previously announced private placement. St-Georges might accept additional subscription for up to $244,000 until the last and final closing planned for March 5, 2015. The company will also issue to Fancamp Exploration ltd (TSX-V:FNC.V - News) a total of 1,000,000 shares in payment of a $60,000 debt in relation to the Villebon Project.

Insiders participation: Frank Dumas (President): $ 215,666.00; Wei Tek Tsai (Director) $ 146,750.00; Neha Tally (Corporate Secretary): $21,450; Vivian Doyle-Kelly (CFO): $6,780.00; Joel Scodnick (Vice-President Exploration) $15,200.00; Herb Duerr (Director) $43,800;

Terms of the financing

A private placement of up to $720,000 is now under way. The offering consists of units priced at $0.06 each instead of the $0.05 initially announced. All other terms remain the same.

The Units consist of one common share and one non-transferable 3-year warrant entitling the purchaser to acquire one common share. The warrants will have an initial exercise price of $0.075 in the first 9 months; the exercise price will increase to $0.15 for the following 9 months; and finally the exercise price will increase to $0.30 for the last 18 months of their 3-year duration.

At its discretion, the Company will be able to force the exercise of the warrants if the price of the common shares on the CSE is at or above 150% of the warrants' exercise price for 10 consecutive days on a VWAP calculation.

Proceeds of this financing will be used to reduce the company debts, advance exploration work on its Julie Nickel Discovery Project and general administrative purposes.

Share for debt

The acquisition agreement for the Villebon project between St-Georges and Fancamp Exploration included an annual advance royalty payment that was starting at the end of year 3 (December 2012). To this date, $60,000 was accrued on St-Georges balance sheet in favor of Fancamp. The Share for debt transaction is accompanied by an amendment of the terms between Fancamp and St-Georges that eliminates the advance royalty in favor of Fancamp in exchange for a 5% interest in the project and the engagement by St-Georges to deliver a NI 43-101 report no later than December 2017.

Multilateral Instrument 61-101

Given the proposed participation of the insider holders, the proposed financing constitutes a "related party transaction" within 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 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% of St-Georges' share capitalisation.

All securities issuance are subject to CSE and regulatory approval.

ON BEHALF OF THE BOARD OF DIRECTORS

Francois (Frank) Dumas

Frank Dumas, President & CEO

About St-Georges

St-Georges is a Platinum-Palladium & Nickel explorer with projects in the Province of Quebec, Canada. Headquartered in Montreal, the Company's stock is listed on the CSE under the symbol SX and its shares trades in the United States under the Symbol SXOOF and on the Frankfurt Stock Exchange under the symbol 85G1.F. Its Flagship project is the Julie Nickel Project on Quebec's North Shore near the deep-seaport town of Baie-Comeau. For additional information, please visit our website at www.stgeorgesplatinum.com.

Forward-looking Statement:

This document contains certain forward-looking statements which involve known and unknown risks, delays, and uncertainties not under the corporation's control which may cause actual results, performance or achievements of the corporation to be materially different from the results, performance or expectation implied by these forward-looking statements.

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.

SOURCE: St-Georges Platinum and Base Metals Ltd.