STERLING GROUP VENTURES, INC. (OTCMKTS:SGGV) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01 Completion of Acquisition or Disposition of Assets

On November 11th, 2016, as previously disclosed on Form 8-K filed November 16, 2016, Sterling Group Ventures, Inc. (“Sterling”) signed a definitive share exchange agreement with Euroclub Holding Ltd. (“Euroclub”) and its shareholders.

On January 11, 2017, as previously disclosed on Form 8-K filed January 16, 2017, Sterling closed the transactions contemplated by the Share Exchange Agreement and issued 170,285,696 common shares and 791,500 redeemable and exchangeable preferred shares to Euroclub’s shareholders.

As a result of the acquisition, Mr. Nick Mellios, the founder, CEO and shareholder of Euroclub, who resides in Vancouver, British Columbia, was been appointed CEO of Sterling. Mr. Mellios replaced Mr. Tsakok, MBA, CFA as CEO, who will remain an independent director and Chairman of the Audit Committee.

Euroclub is a well-established online gaming company that provides a B2B and B2C multi-gaming platform under the MOJO brand name with a full suite of social and real money gaming products, including online poker, casino games, and third party integrations to live dealer, e-sports, sports betting and skill games. Mojo offers B2B partners both API integrated and turnkey white label licensing options with comprehensive global payment processing. Mojo’s registered office is in Malta with 25 technical staff in Vancouver, Dublin and Barcelona and support over 20 B2B partners and B2C operations with gaming licenses in Malta and Curacao.

Section 3 – Securities and Trading Markets

ITEM 3.02 Unregistered Sales Of Equity Securities

In connection with the transactions described in Item 2.01 above, on January 11, 2017, the Company issued 170,285,696 common shares and 791,500 redeemable and exchangeable preferred shares to Euroclub’s shareholders. Each preferred is redeemable at $5, subject to conditions, or exchangeable for 25 Sterling common shares per preferred share. For each exchangeable common share the owner is entitled, 5 warrants were issued exercisable at $0.15 each with a term of 3 years.

Section 9 – Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits.

The Financial Statements relating to the business acquisition have not been filed with this Form 8-K. The Company was unable to file the required financial statements within 71 days after the date on which this Current Report on Form 8-K was required to be filed to Item 2.01, however it will file the required financial statements as soon as practicable.

About STERLING GROUP VENTURES, INC. (OTCMKTS:SGGV)

Sterling Group Ventures, Inc. is an exploration-stage company. The Company is engaged in the business of mining exploration and development. The Company operates in Canada and China. The Company focuses on the search, exploration and development of phosphate and related minerals in China and other countries. The Company operates Gaoping Phosphate Project located in Tanjiachang village, Chenxi County, Hunan Province, China and other phosphate resources in Hunan Province. Gaoping Phosphate Property is surrounded by Tanjiachang Phosphate Exploration Concession. The property is located in Hunan Province in South Eastern China over 250 kilometers west of the Provincial Capital of Changsha and approximately 120 kilometers northeast of the regional center of Huaihua and over 40 kilometers east of the County seat at Chenxi. As of May 31, 2016, the Gaoping mineral property was an exploration-stage property. As of May 31, 2016, the Company had not generated any revenues.

STERLING GROUP VENTURES, INC. (OTCMKTS:SGGV) Recent Trading Information

STERLING GROUP VENTURES, INC. (OTCMKTS:SGGV) closed its last trading session 00.0000 at 0.0900 with 6,000 shares trading hands.