Goldbelt Empires Limited Announces Closing of USD$500,000 Private Placement of Convertible Debentures and Changes to the Company's Board of Directors

/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

TSX VENTURE: GBE

VANCOUVER, May 30, 2018 /CNW/ - Goldbelt Empires Limited (TSX VENTURE:GBE) (the "Company" or "Goldbelt Empires") further to its press release dated May 16, 2018, the Company is pleased to announce that it has closed the second and final tranche (the "Second Tranche") of its non-brokered private placement (the "Offering") of 12% unsecured convertible debentures (the "Debentures").  The Company also announces changes to management and board, and its upcoming General Meeting.

Debentures

Under the Second Tranche the Company issued Debentures in the principal amount of USD$129,500. The total gross proceeds raised under the Offering amount to, in the aggregate, USD$500,000 (the "Proceeds"). The Proceeds of the Offering will be used to complete the previously announced business combination with Integrated Compliance Solutions, LLC (the "Transaction") and for general corporate purposes.

The Debentures issued in the Second Tranche have a one-year term, bear interest at the rate of 12% per annum payable May 29, 2019 (the "Maturity Date") and are convertible as described herein into ordinary shares of the Company ("Ordinary Shares") at a price of $0.35 per post-consolidated share (the "Conversion Price"). The Debentures will automatically convert into Ordinary Shares at the Conversion Price immediately prior to the completion of the Transaction provided the Transaction occurs before the Maturity Date.

James Varanese, Chairman and a director of the Company, invested US$100,000 in the Second Tranche. Mr. Varanese's participation in the Second Tranche constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Mr. Varanese is a director of the Company. The Company is relying on the "Fair Market Value Not More Than 25% of Market Capitalization" exemption from the formal valuation requirement and minority approval requirement under MI 61-101 based on the fair market value of the Debentures purchased by Mr. Varanese being less 25% of the Company's market capitalization.

In connection with the Offering, the Company entered into a finder's fee agreement with Canaccord Genuity Corp. ("Canaccord"). In consideration for services provided in connection with the Offering, Canaccord received a cash fee equal to 8% of the principal amount of Debentures and Ordinary Share purchase warrants ("Finder Warrants") equal to 8% of the principal amount of Debentures. Each Finder Warrant entitles the holder to acquire one Ordinary Share at a price of $0.35 per post-consolidated share for a period of 12 month from the date such Finder Warrants were issued.  

All securities issued in connection with the Offering will be subject to a hold period of four months and one day from the date of closing. 

Changes to the Company's Management and Board

On May 25, 2018 Marc Bamber resigned as CEO, and Ian Harris was appointed interim CEO. On May 25, 2018 Marc Bamber and Philipp Koether resigned as directors of the Company.

James Varanese, Chairman expressed his gratitude for the service of Messrs. Bamber and Koether: "Marc and Philipp have served on the board for a number of years and we are indebted to them for their service. Marc has acted as interim CFO as well as CEO, and served admirably in bringing the Company to the cusp of its exciting transaction with Integrated Compliance Solutions ("ICS"), and we are grateful for his leadership."

General Meeting

A general meeting of the Company's shareholders is scheduled for June 26, 2018, and the Company expects that additional directors will be elected to the Company's board of directors at such meeting.

Marc Bamber, outgoing CEO, stated: "I believe the Company is well positioned, having entered into its arrangement with ICS, and now closing the convertible funding and setting the General Meeting, enhancing shareholder value going forward."

About Goldbelt Empires

Goldbelt Empires is a gold explorer focused on the West African Goldbelt, listed on the TSX Venture Exchange.  For more information also go to the Company's web site www.goldbeltempires.com.  For more information on the business and property of the Company, readers are referred to the Company's Final Prospectus dated September 22, 2015, available at the Company's SEDAR profile at www.SEDAR.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release includes certain statements that may be deemed "forward-looking statements" within the meaning of applicable Canadian securities legislation. Specifically, this news release includes, but is not limited to, forward-looking statements with respect to the completion of the Transaction, the conversion of the Debentures, the use of Proceeds, the Company's go-forward management team and board of directors and the Company's general meeting of shareholders. Generally, forward-looking statements can be identified by the forward-looking terminology such as "plans", "expects", "anticipates", "believes" and similar expressions and statements related to matters that are not historical facts. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks associated with general economic conditions, loss of markets, inability to obtain regulatory approvals and other regulatory matters. Although the Company has attempted to identify important factors that could cause results to differ materially from those contained in forward-looking statements, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended. There can be no assurance that any forward-looking statements will prove accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Goldbelt Empires Limited