St. James GOLD Corp. (TSX-V: LORD) Announces Closing of $4M Brokered Private Placement Offering
ST. JAMES GOLD CORP. (TSX-V: LORD) ANNOUNCES CLOSING OF $4M
BROKERED PRIVATE PLACEMENT OFFERING
Not for distribution to U.S. news wire services or dissemination in the United States.
Vancouver, British Columbia, September 9th, 2021 - St. James Gold Corp. (the “Company”)
(TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce the closing today of
the second tranche of its previously announced brokered private placement offering (the
“Offering”). The second tranche consisted of 424,391 units of the Company (each, a “Unit”) at a
price of $3.22 per Unit and 108,801 flow-through units of the Company (each, a “ FT Unit”) at a
price of $3.86 per FT Unit for aggregate gross proceeds to the Company of approximately
$1,786,511. Total gross proceeds to the Company including the first tranche of the Offering, which
closed on August 27, 2021, was approximately $4,015, 687. The Offering was led by Canaccord
Genuity Corp. as sole lead agent (the “Agent”).
Each Unit consists 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 issue date.
Each FT Unit qualified as a “flow -through share” as defined in subsection 66(15) of the Income
Tax Act (Canada) (the “Tax Act”) and is comprised of one Common Share and one Warrant, with
each Warrant entitling the holder thereof to purchase one additional Common S hare (which will
not qualify as a “flow-through share”) at an exercise price of $4.18 for a period of three (3) years
from September 9, 2021 (the “Closing Date”).
As consideration for its services in connection with the closing of the second tranche of the
Offering, the Company paid the Agent a cash fee in the amount of $151,774 and issued the Agent
an aggregate of 43,271 broker warrants (each a “ Broker Warrant ”). Each Broker Warrant is
exercisable to purchase one Unit for a period of three (3) years from the Closing Date at an exercise
price of $3.22. The Company also issued the Agent an aggregate of 22,393 Units in satisfaction of
the corporate finance fee.
The Company intends to use the net proceeds of the Offering to conduct drilling on the Florin Gold
Project, exploration 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.
Pursuant to applicable Canadian securities laws, all sec urities issued and issuable in connection
with the second tranche of the Offering will be subject to a four (4) month hold period ending
January 10, 2022. The Offering remains subject to final approval from the TSX Venture Exchange
(the “TSXV”).
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 securi ties 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 TSXV under the trading symbol
“LORD”, in the U.S. Market listed on the OTCQB under the trading symbol “LRDJF” and on the
Frankfurt Stock Exchange under the trading symbol “BVU3”. The Company is focused on creating
shareholder value t hrough 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 funding efficient expl oration
programs. The Company currently holds both an option to acquire a 100% interest in 29 claims
covering 1,791 acres in the Gander gold district in north -central Newfoundland adjacent to New
Found Gold Corp. ’s Queensway North project, and an option t o acquire a 100% interest in 28
claims covering 1,730 acres in central Newfoundland adjacent to Marathon Gold’s Valentine Lake
property. The Company also announced an Option and Joint Venture Agreement dated April 1,
2021, as amended, to acquire up to a n 85% interest in the Florin Gold Project, covering nearly
22,000 contiguous acres in the historic Tintina Gold Belt in the Yukon Territory. For more
corporate information please visit: http://stjamesgold.com/
George Drazenovic, CPA, CGA, MBA, CFA
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”). Forward-
looking statements in this news release relate to, among o ther things: the timing and receipt of
final approval from the TSXV for the Offering, the expected use of the 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 o r 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 reason able 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 man agement’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 anticipate d 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 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.