St. James GOLD Corp. Completes $700,000 Private Placement
ST. JAMES GOLD CORP. COMPLETES $700,000 PRIVATE PLACEMENT
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Vancouver, British Columbia, June 8, 2022 - St. Jam es Gold Corp. (the “Company”) (TSXV:
LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce that it has closed a non-brokered
private placement (the “ Private Placement ”) of 1,841,711 units of the Company (the “ Units ”) at a price
of $0.38 per Unit for gross proceeds of $699,850.18 . Each Unit consists of one (1) common share of the
Company (a “ Common Share ”) and one non-transferable Common Share purchase w arrant of the
Company (each a “ Warrant ”). Each Warrant entitles the holder thereof to pur chase one (1) additional
Common Share for a period of three (3) years from c losing date of the Private Placement at a price of
$0.45 per Common Share.
The Company intends to use the net proceeds from the Private Placement for general working capital and
corporate purposes.
The Company paid certain eligible persons (the “ Finders”) aggregate cash fees of $23,293.60 and issued
55,772 Warrants to the Finders (the “ Finder Warrants ”) as compensation for introducing certain
purchasers of Units to the Company. The Finder Warr ants have the same terms as the Warrants partially
comprising the Units issued pursuant to the Private Placement.
All securities issued pursuant to the Private Place ment 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.
The Private Placement constituted a “related party transaction” within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) as
an “insider” (as defined in the Securities Act (Ontario)) of the Company participated in the Priv ate
Placement and acquired, directly or indirectly, an aggregate of 526,316 Units pursuant to the Private
Placement. The Company is relying on the exemptions from the valuation and minority shareholder
approval requirements of MI 61-101 contained in sec tions 5.5(a) and 5.7(1)(a) of MI 61-101, as the fai r
market value of the participation in the Private Pl acement by the insider does not exceed 25% of the
market capitalization of the Company, as determined in accordance with MI 61-101. The Company did
not file a material change report in respect of the related party transaction at least 21 days before the
closing of the Private Placement, which the Company deems reasonable in the circumstances in order to
complete the Private Placement in an expeditious manner.
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 receipt of the TSX Venture Exchange ’s
final acceptance of the Private Placement and 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. Oft en, 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”, “foreca st”,
“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.