SJH.L Regulatory News (SJH)

8 March 2019

St James House PLC

 ("SJH", the "Group" or the "Company")

New Lottery Joint Venture

The Board of Directors of SJH (the "Board") is pleased to announce it has agreed terms, subject to contract, to establish a new lottery joint venture in Malta. The Company's partner in this joint venture is ZeU Crypto Networks Limited ("ZeU"), a wholly owned subsidiary of St-Georges Eco-Mining Corp. of Montreal, Canada ("SGEM"), whose shares are quoted on the Canadian Securities Exchange. (The "Lottery JV")

The Lottery JV will be established as a new company in Malta and will combine the Company's expertise in regulated lottery management and administration with ZeU's innovative blockchain-based technology. The Group will hold a 45 per cent equity interest in the Lottery JV and the other shareholders will be Zeu with 19.9 per cent, SGEM with 19.9 per cent and the balance with outside shareholders. All costs of the Lottery JV will be met by ZeU and in return, ZeU will charge a service fee that will not exceed 90% of the revenues from the Lottery JV. The remaining 10 per cent of the revenues of the Lottery JV will be distributed as a dividend to the shareholders, i.e. the Group will receive 4.5 per cent of the revenues of the Lottery JV by way of a dividend. SJH will appoint three directors to the Lottery JV and ZeU will appoint one director. The Lottery JV will apply to the Maltese authorities for the appropriate licence to operate a lottery.

The Group's interest in the Lottery JV will be held by PPS Blockchain Limited, a wholly owned subsidiary of SJH ("LottoCo"). LottoCo will issue 100,000 non-voting, zero-coupon redeemable preference shares of 2 pence each to ZeU (the "Preference Shares"). The Preference Shares will be redeemable in 21 years, the redemption price of the Preference Shares to be fixed within 3 months after the issue of the audited accounts of the Lottery JV for the second year of trading and will be based on an independent valuation report of the value of the Group's equity interest. At the discretion of ZeU, the Preference Shares may be exchanged on the basis of one Preference Share for two ordinary shares of 1 pence each in SJH ("Ordinary Shares"), with notice to be given one day before the preference shares are due to be redeemed in 21 years, i.e. a maximum of 200,000 Ordinary Shares may be issued.

Lord Razzall, the Non-Executive Chairman of SJH is a director of ZeU and has recused himself from Board meetings and resolutions regarding the Lottery JV. He holds no common shares in ZeU, owns less than 1 per cent of the common shares of SGEM and is not a director of SGEM.

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