STERLING GROUP VENTURES, INC. (OTCMKTS:SGGV) Files An 8-K Entry into a Material Definitive Agreement

STERLING GROUP VENTURES, INC. (OTCMKTS:SGGV) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01. Entry into a Material Definitive Agreement

Sterling Group Ventures, Inc. (Sterling) is pleased to report
that on November 11th, 2016, it signed a definitive share
exchange agreement with Euroclub Holding Ltd (Euroclub). As a
result, Euroclub will become a subsidiary of Sterling with
business in Brazil, Russia, India, China and Europe. The companys
online gaming platform is being launched in India and China.

As a result of the acquisition, Mr. Nick Mellios, the founder,
CEO and shareholder of Euroclub, who resides in Vancouver,
British Columbia, has been appointed CEO of Sterling. Mr. Mellios
has been in the online gaming business since 1999. He graduated
from the University of British Columbia with a Bachelor of
Science degree in Mathematics and an MBA in 1995. Mr. Mellios has
replaced Mr. Tsakok, MBA, CFA as CEO, who will remain an
independent director and Chairman of the Audit Committee.

Euroclub has enjoyed substantial growth as per its unaudited
financial statements over the past 2 years with revenue of
406,030 in 2014 and 655,224 in 2015.

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. Mojos 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.

The Mojo technology is a robust, well established architecture
that supports a flexible, customized suite of products for end
customers. In addition to Mojos multiplayer poker, casino and
skill games, Mojo offers multiple 3rd party content providers
that are tightly integrated to and managed by Mojos back office
and state-of-the-art security systems. Mojo supports over 40
payment processors with 24/7 customer support and security fraud
management with multicurrency and multilingual solutions. Mojo
hosts affiliate, agent and sub-agent systems and provides
solutions for social-play money and land based casinos. Mojos
technology is a key differentiator that allows the Company to
continue to win business from much larger competitors.

Under the terms of the agreement, Sterling will issue 170,285,696
common shares and 791,500 redeemable and exchangeable preferred
shares which are convertible into common at $0.20. Once
converted, those common shares have 5 warrants attached
exercisable at $0.20 with a term of 3 years.

Section 3 Securities and Trading Markets

ITEM 3.02. Unregistered Sale of Equities

In connection with the Share Exchange Agreement of November 11th,
2016, as described under Item 1.01 above, Sterling is pleased to
announce that it has arranged a $500,000 private placement. Under
the terms of the private placement, Sterling will issue
10,000,000 common shares at $0.05 and 10,000,000 Series F
warrants. The Series F warrants are convertible at $0.15 with a
term of 1 year. The securities were sold for cash under written
Subscription Agreements between the Company and several
investors. The Corporation receives $500,000 in cash proceeds
from the offering.

The shares were issued with a Rule 144 based upon the exemption
from registration found in Section 4(2) and Regulation S of the
Securities Act. Each purchaser for cash executed a written
subscription agreement, had an opportunity to ask questions and
receive answers from management and was informed about the
limitations on resale under Rule 144.

Section 5 Corporate Governance and Management

ITEM 5.01. Changes in Control of Registrant

to the Share Exchange Agreement of November 11th,
2016, as described under Item 1.01 above, Sterling will be
issuing 170,285,696 common shares and 791,500 preferred shares of
the Company to the shareholders of Euroclub Holding Ltd. As a
result of the transaction, the Euroclub shareholders will own
69.2% of Sterlings common shares and will hold 71.5% of the total
votes of the Company. In exchange, Sterling will acquire Euroclub
Holdings Ltd. and all of its subsidiaries and Business Assets as
described in the Share Exchange Agreement.

Beneficial Owners Above 5%:

(1) Title of Class

(2) Name and Address of Beneficial Owner

(3) Amount and Nature of Beneficial Ownership

(4) Percent of Class

Common Shares

Nicolaos Mellios 935 Highland Drive, West Vancouver, BC,
V7S2G6 Canada

25,669,598 10.4%
Common Shares Chris MacPherson 4001 – 1111 Alberni St. Vancouver, BC, V6E
4V2 Canada
29,295,429 11.9%


Series A Preferred Shares

Nicolaos Mellios
119,314 15.1%

Series A Preferred Shares
Chris MacPherson 136,167 17.2%

Security Ownership of Management:

(5) Title of Class (6) Name and Address of Beneficial Owner (7) Amount and Nature of Beneficial Ownership (8) Percent of Class
Common Shares Nicolaos Mellios 935 Highland Drive, West Vancouver, BC,
V7S2G6 Canada
25,669,598 10.4%
Common Shares Christopher Ruck 10525 156 St, Surrey, BC, V3R 4M1 Canada 4,684,702 1.9%
Series A Preferred Shares Nicolaos Mellios 119,314 15.1%
Series A Preferred Shares Christopher Ruck 21,775 2.8%

ITEM 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

As of November 11th, 2016, Mr. Christopher Tsakok has
stepped down as CEO and Chairman of the Board. Mr. Tsakok will
remain on the Board as Chairman of the Audit Committee. In
addition, as of November 7, 2016 Mr. Gerry Runolfson has resigned
from the Board of Directors. We thank them both for their years
of service to the Company.

Mr. Nick Mellios has been appointed as CEO and Chairman of the
Board as of November 11th, 2016. Mr. Nick Mellios,
BSc, MBA, is responsible for overall technical and strategic
management, and brings a broad background in technology and
business development to his lead role at Euroclub. As co-founder
and CEO, he has been responsible for raising financing, and
assembling the technical and operations teams to build and
support Euroclub’s iGaming platform. He also leads business
development efforts negotiating agreements with on-line and
land-based gaming operators, and third party gaming providers.
Prior to Euroclub, Mr. Mellios was the CEO of Yummy Interactive.
Mr. Mellios co-founded Yummy to build a games-on-demand
distribution and DRM (digital rights management) solution for
mobile/broadband service providers, and application/game
developers and publishers. Prior to Yummy, Nick held positions in
New Business Development and Program Controls and Management at
Hughes Aircraft. He graduated from the University of British
Columbia with an MBA and a bachelor of science in mathematics.

Chris Ruck will become the companys CTO. Chris has created and
manages Mojos technology, architecture and ongoing IP
development. Chris has over 25 years of experience specializing
in architecting and deploying back-office systems, multiplayer
games, DRM solutions and billing systems previously for Look
Communications, Yummy Interactive, Euroclub and now Mojo. Chris
has been with the company since inception from 2010.

In addition, Mr. Patrick Martin and Mr. Sachin Pawa have joined
the Board of Sterling as of November 11th, 2016.

Patrick Martin, BSc, MBA, is the principal of business strategy
at Zappos since 2014 and one of the architects of the current
best customers strategy. He has expanded the data science and
business intelligence capabilities of the organization. He has
additionally held previous roles as a product manager at Zappos,
and a senior engineer and development director at Electronic Arts
Sports. Mr. Martin’s areas of expertise include business
strategy, technology management, big data and on-line/direct
marketing. He received his BSc in Computer Software Engineering
from the University of British Columbia and received his MBA from
Northwestern University’s Kellogg School of Management.

Sachin Pawa, BBA, MBA, has over 10 years of experience in
building gaming ventures in India. He co-founded and developed
Sol Entertainment Private Ltd., the operating company of the
Crown Casino in Goa, India. He was the chief executive officer of
Online for Playwin, India’s largest licensed lottery business.
He was also the co-founder and CEO of Blue Square Services, which
operated the site Maharjahclub and was licensed in the United
Kingdom. He has also set up and managed various successful retail
stores and operations for distribution of mobile devices,
including partnerships with the major network carriers in the
United States. He graduated from the University of Technology,
Sydney, Australia, with an MBA and from the Apeejay School Of
Management in Delhi, India, with a BBA.

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 initial Form 8-K. The required
financial statements will be filed in an amendment in 71 days.

Exhibit No.

Description

10.1

SHARE EXCHANGE AGREEMENT between
Euroclub and Sterling


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 up +0.0330 at 0.0600 with – shares trading hands.

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