St. James GOLD Corp. (TSX-V: LORD) Announces Closing of First Tranche of Brokered Private Placement Offering
ST. JAMES GOLD CORP. (TSX-V: LORD) ANNOUNCES CLOSING OF FIRST
TRANCHE OF BROKERED PRIVATE PLACEMENT OFFERING
Not for distribution to U.S. news wire services or dissemination in the United States.
Vancouver, British Columbia, August 27th, 2021 - St. James Gold Corp. (the “Company”)
(TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce the closing today of
the first tranche of its previously announced brokered private placement offering (the “Offering”).
The first tranche consisted of 54,084 units of the Company (each, a “Unit”) at a price of $3.22 per
Unit and 532,390 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 $2,229,175. The Offering
is being 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 the Closing Date.
As consideration for their services in connection with the closing of the first tranche of the
Offering, the Company shall pay to the Agent and to GloRes Securities Inc. (the “GloRes”), which
collected a finder’s fee in connection with the first closing of the Offering, an aggregate cash fee
in the amount of $ 178,334.07 and issue to the Agent and GloRes an aggregate of 46,917 broker
warrants (each a “Broker Warrant”). Each Broker Warrant shall be exercisable to purchase one
Unit for a period of three (3) years from the issue date at an exercise price of $3.22. The Company
shall also issue the Agent 11,729 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 securities i ssued and issuable in connection
with the Offering will be subject to a four (4) month hold period and the securities issued in the
first tranche will have a hold ending December 27, 2021. The Offering remains subject to final
approval from the TSX Venture Exchange (the “TSXV”) and an additional tranche is expected to
closing on September 9, 2021.
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 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 Gan der 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 Territ ory. 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, the expected use of the proceeds of the Offering ,
the expected closing date for an additional tranche of the Offering , the issuance of additional
securities under 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 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 appropri ate 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 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 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 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.