Goldbelt Empires Announces Closing of USD$470,500 Private Placement of Convertible Debentures

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TSX VENTURE: GBE

VANCOUVER, May 16, 2018 /CNW/ - Goldbelt Empires Limited (TSX VENTURE:GBE) (the "Company" or "Goldbelt Empires") is pleased to announce that it has closed a non-brokered private placement of 12% unsecured convertible debentures (the "Debentures") in the aggregate principal amount of USD$480,000 (the "Offering").  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 have a one-year term, bear interest at the rate of 12% per annum payable May 15, 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.

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 form 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. 

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 and the use of proceeds. 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.

Not for distribution to U.S. Newswire Services or for dissemination in the United States of America.

SOURCE Goldbelt Empires Limited

Goldbelt Empires Limited, James B. Varanese, Chairman, Telephone: [phone]