St. James GOLD Corp. Announces Private Placement FOR up to $1.5 Million
ST. JAMES GOLD CORP. ANNOUNCES PRIVATE PLACEMENT FOR UP TO $1.5 MILLION
Not for distribution to U.S. news wire services or dissemination in the United States.
Vancouver, British Columbia, June 22, 2022 - St. Ja mes Gold Corp. (the “Company”) (TSXV:
LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce that the Company proposes to
complete a non-brokered private placement of: (i) up to 3,658,537 units of the Company (each, a “ Unit ”)
at a price of $0.41 per Unit; and (ii) up to 3,061, 224 flow-through units of the Company (each, a “ FT
Unit ”) at a price of $0.49 per FT Unit, in any combinat ion and for aggregate gross proceeds to the
Company of up to $1,500,000 (the “ Offering ”).
Each Unit shall be comprised of one common share in the capital of the Company (each, a “ Common
Share ”) and one Common Share purchase warrant (each, a “ Warrant ”), with each Warrant entitling the
holder thereof to purchase one additional Common Sh are at an exercise price of $0.63 for a period of
three (3) years from the Closing Date (as defined b elow). Each FT Unit shall be comprised of one
Common Share (each, a “ FT Share ”) and one Warrant, each of which will qualify as a “flow-through
share” as defined in subsection 66(15) of the Incom e Tax Act (Canada) (the “ Tax Act ”), with each
Warrant entitling the holder thereof to purchase one additional Common Share, which will not qualify a s
a “flow-through share”, at an exercise price of $0.71 for a period of three (3) years from the Closing Date.
The Company may pay Finders Fees to applicable finders and the Offering may be closed in one or more
tranches.
The Company intends to use the net proceeds of the Offering to conduct drilling on the Florin Gold
Project, exploration activities on the Company’s Ne wfoundland properties and for general corporate
purposes. The gross proceeds raised from the sale o f FT Units will only be used to incur “Canadian
exploration expenses” that are “flow-through mining expenditures” (as such terms are defined in the Ta x
Act) on the Company’s options on the Florin Gold Pr oject and Newfoundland properties. The Offering
will be conducted in all provinces of Canada and in the United States pursuant to private placement
exemptions and in such other jurisdictions as are agreed to by the Company.
The closing of the Offering is subject to, among ot her things, the receipt of all necessary approvals from
the TSX Venture Exchange (the “ TSXV ”). Pursuant to applicable Canadian securities laws, all securities
issued and issuable in connection with the Offering will be subject to a four (4) month hold period
commencing on the Closing Date.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the
United States, nor shall there be any sale of the s ecurities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securit ies to be offered have not been, and will not be
registered under the United States Securities Act o f 1933, as amended (the “ U.S. Securities Act ”) or
under any U.S. state securities laws, and may not b e offered or sold in the United States or to, or fo r the
account or benefit of, U.S. persons, absent registr ation or an applicable exemption from the registrat ion
requirements of the U.S. Securities Act and applicable state securities laws.
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 u nder "LRDJF" and on the Frankfurt Stock
Exchange under “BVU3”. The Company is focused on cr eating shareholder value through the discovery
and development of economic mineral deposits by acq uiring prospective exploration projects with well-
delineated geological theories; integrating all available geological, geochemical, and geophysical datasets;
and financing efficient exploration programs. The C ompany currently holds: (i) 100-per-cent stake in 2 9
claims, covering 1,791 acres, in the Gander gold di strict in north-central Newfoundland located adjace nt
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 i n 19 claims, covering a total 1,730 acres, in centr al
Newfoundland located adjacent to Marathon Gold's Va lentine Lake property; and (iii) an option to
acquire up to an 85-per-cent interest in the Florin Gold Project, covering nearly 22,000 contiguous ac res
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 statemen ts 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 e vents or performance of the Company. Often, but not
always, forward-looking statements can be identifie d through the use of words or phrases such as “will
likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “belie ves”,
“estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”. Forward-
looking statements contained in this news release a re made based on reasonable estimates and
assumptions made by management of the Company at th e 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 rea sonable 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 assuran ce
that forward-looking statements will prove to be ac curate, as actual results and future events could d iffer
materially from those anticipated in such statement s. Accordingly, the reader is cautioned not to plac e
undue reliance on forward-looking statements.
Forward-looking statements involve known and unknow n 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 o f 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 ww w.sedar.com. The Company
cautions that the list of risk factors and uncertai nties described in its AIF on SEDAR are not exhaust ive
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, ma y
cause results to differ materially from those conta ined in any forward-looking statement. Any forward-
looking statements contained in this news release a re expressly qualified in their entirety by this
cautionary statement.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES O F THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY O R ACCURACY OF
THIS RELEASE.