St. James Gold Corp. Closes Second and Final Tranche of Private Placement
Vancouver, British Columbia, August 10, 2022 - St. James Gold Corp. (the “Company”) (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce that the Company has closed the second and final tranche of its previously announced non-brokered private placement (the “Private Placement”), issuing 60,000 flow-through units (the “FT Units”) at a price of $0.49 per FT Unit and 83,000 non flowthrough units (the “Units”) at a price of $0.41 per Unit for aggregate gross proceeds of $63,430.
The total units issued for both tranches is 1,229,674 FT Units of the Company and 83,000 NFT Units (each, a “NFT Unit”) at price of $0.41 per Unit. (TR1 1,169,674 FT Units and TR 2 60,000 FT Units and 83,000 NFT Units.
Each FT Unit consists of one common share of the Company (a “FT Share”), each of which will qualifies as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”), and one common share purchase warrant of the Company (each a “FT Warrant”). Each FT Warrant entitles the holder thereof to purchase one additional common share at an exercise price of $0.71 for a period of three (3) years from the closing date.
Each Unit consists of one common share of the Company (a “Share”) and one common share purchase warrant of the Company (each a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share at an exercise price of $0.63 for a period of three (3) years from the closing date.
The Company intends to use the net proceeds of the second tranche of the Private Placement to pay drilling costs incurred on the Florin project and for exploration activities on the Company’s Newfoundland properties. The gross proceeds raised from the sale of FT Units will only be used to incur “Canadian exploration expenses” that are “flow-through mining expenditures” (as such terms are defined in the Tax Act) on the Company’s options on the Florin Gold Project and Newfoundland properties.
The Company paid EMD Financial Inc. (the “Finder”) a cash fees of $4,058 and issued 4,200 Warrants to the Finder (the “Finder Warrants”) as compensation for introducing certain purchasers of FT Units to the Company. The Finder Warrants have the same terms as the FT Warrants partially comprising the FT Units issued pursuant to the Private Placement.
All securities issued pursuant to the Private Placement are subject to a statutory four-month and one day hold period from the date of issuance in accordance with applicable securities laws of Canada. The Private Placement remains subject to the Company’s receipt of the TSX Venture Exchange’s final acceptance.
About St James Gold Corp.
St. James Gold Corp. is a publicly traded company listed on the TSX Venture Exchange under the trading symbol “LORD”, in the U.S. Market listed on OTCQB under "LRDJF" and on the Frankfurt Stock Exchange under “BVU3”. The Company is focused on creating shareholder value through the discovery and development of economic mineral deposits by acquiring prospective exploration projects with welldelineated geological theories; integrating all available geological, geochemical, and geophysical datasets; and financing efficient exploration programs. The Company currently holds: (i) 100-per-cent stake in 29 claims, covering 1,791 acres, in the Gander gold district in north-central Newfoundland located adjacent to New Found Gold Corp.'s Queensway North project; and (ii) a 100-per-cent stake in 9 claims and an option to acquire a further 100-per-cent interest in 19 claims, covering a total 1,730 acres, in central Newfoundland located adjacent to Marathon Gold's Valentine Lake property; and (iii) an option to acquire up to an 85-percent interest in the Florin Gold Project, covering nearly 22,000 contiguous acres in the historical Tintina gold belt in Yukon Territory, Canada.
For more corporate information please visit: http://stjamesgold.com/
St. James Gold Corp.
For further information, please contact:
George Drazenovic, Chief Executive Officer Tel: 1 (800) 278-2152 Email: [email protected]
Forward Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities laws (collectively, “forward-looking statements”). All other statements that are not historical facts, particularly statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance of the Company. Often, but not always, forward-looking statements can be identified through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”. Forwardlooking statements contained in this news release are made based on reasonable estimates and assumptions made by management of the Company at the relevant time in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be appropriate and reasonable in the circumstances. Forward-looking statements contained in this news release are made as of the date of this news release and the Company will not update any such forward-looking statements as a result of new information or if management’s beliefs, estimates, assumptions or opinions change, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forwardlooking statements.
Forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, which could cause actual results, performance, achievements and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the impact and progression of the COVID-19 pandemic and other factors outlined in the Company’s Annual Information Form dated July 26, 2021 (the “AIF”) filed under the Company’s profile on SEDAR at www.sedar.com. The Company cautions that the list of risk factors and uncertainties described in its AIF on SEDAR are not exhaustive and other factors could materially affect its results.
New factors emerge from time to time, and it is not possible for the Company to consider all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
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