St. James GOLD Corp. Announces Revised Terms of Non-Brokered Private Placement of Units
ST. JAMES GOLD CORP. ANNOUNCES REVISED TERMS
OF NON-BROKERED PRIVATE PLACEMENT OF UNITS
Not for distribution to U.S. news wire services or dissemination in the United States.
Vancouver, British Columbia, May 26, 2022 - St. Jam es Gold Corp. (the "Company") (TSXV:
LORD) (OTCQB: LRDJF) (FSE: BVU3) announces that, further to its press release of Apr il 29, 2022
announcing a non-brokered private placement offering (the "Offering ") of units of the Company (each, a
"Unit "), the Company is reducing the price of the Units from $0.60 to $0.38 per Unit.
Pursuant to the revised terms of the Offering, the Company proposes to issue up to 1,842,106 Units at a
price of $0.38 per Unit for aggregate proceeds to the Company of up to $700,000.
Each Unit shall be comprised of one common share in the capital of the Company (each, a " Share ") and
one common share purchase warrant of the Company (e ach, a " Warrant "), with each Warrant entitling
the holder thereof to purchase one additional Share, at an exercise price of $0.45 for a period of thr ee (3)
years from the closing date of the Offering.
The proceeds raised from the sale of Units under th e Offering will be used to advance the Company's
exploration programs and for general corporate matters.
Further to the Company's news releases of April 8, 2022 and April 29, 2022, Mr. Jay Jiang Yu intends t o
subscribe for 526,316 Units under the Offering for gross proceeds to the Company of $200,000.
The Company may pay finder’s fees to eligible perso ns in connection with the Offering. The Offering
may be closed in one or more tranches.
Pursuant to applicable Canadian securities laws, al l securities issued and issuable in connection with the
Offering will be subject to a four (4) month hold p eriod commencing on the closing date of the Offerin g.
The closing of the Offering is subject to, among ot her things, the receipt of all necessary approvals,
including the approval of the TSX Venture Exchange.
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 "). Forward-looking
statements in this news release relate to, among ot her things: the TSX Venture Exchange's approval for
the Company to complete the Offering on the propose d terms as described herein, the completion of the
Offering, and all other statements that are not his torical facts, particularly statements that express , or
involve discussions as to, expectations, beliefs, p lans, 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 l ikely result", "are expected to", "expects", "will
continue", "is anticipated", "anticipates", "believ es", "estimated", "intends", "plans", "forecast",
"projection", "strategy", "objective" and "outlook" . Forward-looking 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 pe rception of historical trends, current conditions a nd
expected future developments, as well as other fact ors that are believed to be appropriate and reasona ble
in the circumstances. Forward-looking statements co ntained in this news release are made as of the dat e
of this news release and the Company will not updat e any such forward-looking statements as a result o f
new information or if management's beliefs, estimat es, assumptions or opinions change, except as
required by law. There can be no assurance that for ward-looking statements will prove to be accurate, as
actual results and future events could differ mater ially from those anticipated in such statements.
Accordingly, the reader is cautioned not to place 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.