Euroclub Holding Ltd. signed a definitive share exchange agreement to acquire Sterling Group Ventures, Inc. (OTCPK:SGGV) in a reverse merger transaction on November 11, 2016. Under the terms of the agreement, Sterling Group will issue 170.3 million shares and 0.79 million redeemable and exchangeable preferred shares which are convertible into shares at $0.2 (CAD 0.27). Once converted, those common shares have 5 warrants attached exercisable at $0.2 (CAD 0.27) with a term of 3 years. Upon completion, Euroclub shareholders will own 69.2% of Sterling’s common shares and will hold 71.5% of the total votes of Sterling. Sterling Group will operate as Euroclub Holding following the completion of the transaction. Nick Mellios, Founder and Chief Executive Officer of Euroclub, will be appointed as Chief Executive Officer of Sterling Group Ventures. Christopher Tsakok has stepped down as Chief Executive Officer and Chairman of the Board, and will remain as Board as Chairman of the Audit Committee. Gerry Runolfson will resign from the Board of Directors and Chris Ruck will become Chief Technology Officer. Patrick Martin and Sachin Pawa joined the Board of Sterling Group Ventures. The transaction is subject to approval by the seller Board of Directors and receipt of necessary regulatory approvals.