St. James GOLD Corp. (TSX-V: LORD) Announces Closing of $5M Brokered Private Placement Offering
ST. JAMES GOLD CORP. (TSX-V: LORD) ANNOUNCES CLOSING OF $5M
BROKERED PRIVATE PLACEMENT OFFERING
Not for distribution to U.S. news wire services or dissemination in the United States.
Vancouver, British Columbia, June 30 th, 2021 - St. James Gold Corp. (the “Company”)
(TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce the closing today of
its previously announced brokered private placement offering (the “Offering”) of 1,241,251 units
of the Company (each, a “ Unit”) at a price of $3.00 per Unit and 355,465 flow-through units of
the Company (each, a “FT Unit”) at a price of $3.60 per FT Unit for aggregate gross proceeds to
the Company of $5,003,427. 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 $3.90 for a period
of three (3) years from the closing date of the Offering (the “Closing Date”).
Each FT Unit qualified as a “flow -through share” as defined in subsection 66(15) of th e 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 $3.90 for a period of three (3) years
from the Closing Date.
As consideration for its services in connection with the Offering, the Company paid the Agent a
cash fee in the amount of $300,206 and issued the Agent an aggregate of 95,803 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 $ 3.00. In addition, the Company
issued 31,934 Units to the Agent in satisfaction of a corporate finance fee.
The Company intends to use the net proceeds of the Offering to satisfy the initial payment on the
Florin Gold Project acquisition, conduct drilling on the Florin Gold Project and 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 securities issued and issuable in connection
with the Offering will be subject to a four (4) month hold period ending October 30, 2021. The
Offering remains subject to final approval from the TSX Venture Exchange (the “TSXV”).
The Company is also pleased to announce that it has satisfied the substantive filing requirements
of the TSXV in respect of the option and joint venture agreement entered into b y the Company
with Florin Resources Inc. dated April 1, 2021, as amended (the “ Option Agreement ”), and
expects to receive final acceptance from the TSXV shortly. Pursuant to the Option Agreement the
Company can acquire an interest in the Florin Gold Proje ct as previously announced by the
Company on April 6, 2021 and June 7, 2021. The Option Agreement and a copy of the amendments
are available for viewing on the Company’s profile on the System f or Electronic Document
Analysis and Retrieval (“SEDAR”) at www.sedar.com.
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 m ay 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 V 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 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 funding efficient exploration
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 to 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 other things: the timing and receipt of
final approval from the TSXV for the Offering and the Option Agreement, 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 or future events or performance of the Company. O ften, but not always, forward-
looking stateme nts 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 reasonable in the
circumstances. Forward-looking statements contained in this news release are made as of the date
of this news r elease 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 b y 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 publicly
filed documents under the Company’s profile on the Sys tem for Electronic Documents Analysis
and Retrieval (“SEDAR”) at www.sedar.com. The Company cautions that the list of risk factors
and uncertainties described in its publicly filed documents on SEDAR is 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 factor s, 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 E XCHANGE 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.