St. James Gold Corp Announces Update on Florin Settlement, Exploration of Grub Line Property and Changes in Management
Vancouver, British Columbia – April 1, 2025 – St. James Gold Corp. (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) ("St. James" or the "Company") issued the following news release today:
Secured Creditor Settlement
The Company announces that it has entered into a Final Release and Settlement Agreement (the “Settlement Agreement”) with Florin Resources Inc. (“Florin” or the “Secured Creditor”) settling indebtedness in the amount of $1,213,500 under secured promissory notes (the “Secured Notes”) issued to Florin under a prior settlement agreement settling certain claims by Florin relating to the Company’s determination not to proceed with an agreement to acquire a Yukon property owned by Florin.
The Secured Notes are secured by a charge on all of the Company’s assets including its two mineral exploration properties in Newfoundland, the Quinn Lake Property and the Grub Line Property.
The Secured Notes require monthly interest payments, and require that a significant amount of any financing raised by the Company be applied to reduction of the principal amounts due under the notes. The Company was unable to make recent interest payments under the notes and Florin was in a position to foreclose on the two Newfoundland properties.
The Company found the existence of the Secured Notes, particularly the obligation to pay a significant portion of financings to principal reduction, severely hampered its ability to raise financing.
Under the terms of the Settlement Agreement, Florin will accept the following in satisfaction of the Secured Notes and accrued interest:
a) Payment of $200,000 cash to Florin out of the Company’s pending private placement of 7,370,000 common shares at a price of $0.095 per Share, for total proceeds of up to $700,150 which was announced December 27, 2024 (Florin or persons introduced by Florin will participate as to $300,000 in the private placement);
b) Transfer of the Quinn Lake Property to Florin; and
c) Transfer to purchasers designated by the Company, of the balance of the Secured Debt for an aggregate of $435,000 payable to the Secured Creditor (the Purchasers will acquire the debt to be held by them as unsecured debt with payments deferred for six months from closing).
In addition to the above, the Company will be required to reduce its outstanding trade accounts payable by $132,500, remove its objection to the release from escrow of 850,000 common shares of the Company held in escrow for the Secured Creditor by the Company’s transfer agent, and reimburse the Secured Creditor’s legal expenses incurred in connection the Settlement Agreement, such legal expenses not to exceed $15,000.
The transactions described above are subject to St. James completing its late financial statement filings and obtaining revocation of the current cease trade order, and are also subject to any required regulatory approvals.
Upon completion of all of the above, Florin will provide the Company with the documents required to remove its security filings and the parties will jointly release each other from all claims.
The Company feels that this Agreement will make it much easier to raise financing on an ongoing basis, and will allow it to retain the Grub Line Property in Newfoundland.
The Grub Line Property is adjacent to Newfound Gold’s Queensway Gold Project on which Newfound Gold has reported several high grade gold discoveries. The Company intends to focus its exploration on this property. Recently, Newfound Gold has provided the Company with the results of a LIDAR survey which included a portion of the Grub Line Property. The results will be analyzed by the Company’s geological consultants to determine if it will impact upcoming exploration programs. The Company expects to commence an exploration program on the property in the next fiscal quarter.
The Settlement Agreement and the private placement referred to above are subject to the approval of the TSX Venture Exchange. Under the terms of the Settlement Agreement those approvals must be obtained by April 25, 2025, however that date may be extended to June 24, 2025, if the Company arranges to have the Secured Debt Payment of $435,000 placed in escrow.
Corporate Update
The Company has reconstituted its audit committee to consist of all of the directors to the Company, two of which are independent directors.
The Company also announces that Logan Anderson was appointed as Chief Financial Officer effective March 31, 2025. Nicolas Lin, Chief Executive Officer of the Company, resigned as Chief Financial Officer effective March 31, 2025. Mr. Anderson was formerly the corporate secretary of the Company from November 2020 to November 2021. Mr. Anderson holds the designation of ACA with the Chartered Accountants (Australia and New Zealand). He began his career as an associate chartered accountant in New Zealand and then Canada. This was followed by his position as controller of a management services company which was responsible for the management of a number of private and publicly traded companies. Since 1993, Mr. Anderson has served as President of Amteck Financial Corp., a private financial consulting services company servicing both private and public companies. Mr. Anderson is currently a director of a number of reporting issuers including Insuraguest Technologies Inc., which trades on the TSX Venture Exchange.
For more corporate information please visit: http://stjamesgold.com/
St. James Gold Corp.
For further information, please contact:
Tel: 1 (800) 278-2152 Email: [email protected]
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