St. James GOLD Corp. Closes Second and Final Tranche of Private Placement
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 flow-
through 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 t o 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 pr ojects with well-
delineated 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-per-
cent 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”. 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 perception of
historical trends, current conditions and expected future developments, as well as other factors that are
believed to be appropriate and reasona ble 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 forward-
looking 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 COVI D-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 uncertain ties 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.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.