St. James GOLD Corp. (TSX-V: LORD) Announces Brokered Private Placement FOR up to $4 Million
ST. JAMES GOLD CORP. (TSX-V: LORD) ANNOUNCES BROKERED PRIVATE
PLACEMENT FOR UP TO $4 MILLION
Not for distribution to U.S. news wire services or dissemination in the United States.
Vancouver, British Columbia, August 5th, 2021 - St. James Gold Corp. (the “Company”)
(TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce that it has entered into
an agreement with Canaccord Genuity Corp. as lead agent (the “Lead Agent”) in connection with
a commercially reasonable efforts brokered private placement of: (i) up to 931,667 units of the
Company (each, a “Unit”) at a price of $3.22 per Unit; and (ii) up to 259,067 flow-through units
of the Company (each, a “ FT Unit”) at a price of $3. 86 per FT Unit, in any combination and for
aggregate gross proceeds to the Company of up to $4,000,000 (the “Offering”).
Each Unit shall be comprised of one common share in the capital of the Company (each, a
“Common Share”) and one Common S hare purchase warrant (each, a “Warrant”), with each
Warrant entitling the holder thereof to purchase one additional Common Share at an exercise price
of $4.18 for a period of three (3) years from the Closing Date (as defined below).
Each FT Unit shall be comprised of o ne 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 Income
Tax Act (Canada) (the “Tax Act”), with each Warrant entitling the holder thereof to purchase one
additional Common Share, which will not qualify as a “flow-through share”, at an exercise price
of $4.18 for a period of three (3) years from the Closing Date.
The Offering will be conduc ted pursuant to the terms of an agency agreement to be entered into
between the Company and the Lead Agent on or prior to the Closing Date . The Company has
agreed to pay the Lead Agent a cash fee equal to 6.0% of the gross proceeds of the Offering and
to issue that number of broker warrants equal to 6.0 % of the combined number of Units and FT
Units sold under the Offering (each a “Broker Warrant ”). Each Broker Warrant will be
exercisable to purchase one Unit for a period of three (3) years from the Closing Date at an exercise
price of $3.22. In addition, the Company has agreed to pay the Lead Agent a corporate finance fee
payable in Units and equal to 2.0% of the combined number of Units and FT Units sold under the
Offering.
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 Newfoundland properties and for general
corporate purposes. The gross proceeds raised from the sale of FT Units will only be used to 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 Offering will be condu cted 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 and
the Lead Agent. The closing of the Offering is subject to, among other things, the receipt of all
necessary approvals from the TSX Venture Exchange (the “TSXV”). Closing of the Offering will
occur on August 26, 2021 or such other date to be agreed to by the Company and the Lead Agent
(the “Closing Date”). 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 securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The securities to be offered have not been, and will
not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities
Act”) or under any U.S. state securities laws, and may not be offered or sold in the United States
or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption
from the registration 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 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 projects with well-delineated geological theories; integrating all available geological,
geochemical, and geophysical datasets; and financ ing efficient exploration programs. The
Company currently holds: (i) an option to acquire a 100 -per-cent interest 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) an option to acquire a 100-per-cent interest
in 28 claims, covering 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.
For more corporate information please visit: http://stjamesgold.com/
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”). Forward
looking statements in this news release relate to, among other things: completion of the Offering;
the timing and size of the Offering; the timing and receipt of approval from the TSXV for the
Offering; the expected use of the net proceeds of the Offering 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. 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”, “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 perception of historical trends, current conditions and expected future
developments, as well as other factors that are believed to be appropriate and reasonable 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 t hat 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 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 www.sedar.com. The Company cautions that the list of risk factors and uncertainties 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 conta ined 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.