Substitute Nominees to Stand FOR Election at the Upcoming Annual General Meeting
SUBSTITUTE NOMINEES TO STAND FOR ELECTION AT THE UPCOMING
ANNUAL GENERAL MEETING
Vancouver, British Columbia, April 8, 2022 (GLOBE N EWSWIRE) -- St. James Gold Corp. (the
“Company”) (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce Mr. Jiang (Jay)
Yu and Mr. Leigh Hughes will stand for election at the Company’s Annual General and Special Meeting
of Shareholders scheduled to be held on Wednesday, April 13, 2022 (the “ Meeting ”). Mr. Yu replaced
George Drazenovic as a director of the Company on April 8, 2022 and Mr. Hughes replaced Ning Wu as
a director of the Company on March 24, 2022.
If elected, Mr. Yu will also serve on the audit com mittee. While Mr. Yu is not an independent director
under applicable securities laws, both Jessika Anga rita and Nicolas Lin Kuan Liang are independent
directors who, if elected, will continue to serve on the audit committee.
The Company is relying on the discretionary authori ty granted to management in the Management
Information Circular of the Company dated March 8, 2022 (the “ Circular ”) to substitute Mr. Yu as a
director nominee in place of Mr. Drazenovic and to substitute Mr. Hughes in place of Mr. Wu.
Management of the Company recommends that sharehold ers vote FOR the election of Mr. Yu and Mr.
Hughes as directors of the Company at the Meeting.
Shareholders are reminded that due to the unprecede nted public health impact of the global COVID-19
pandemic, the Company will hold the Meeting in a vi rtual only format. Shareholders will not be able to
physically attend the Meeting and should read the instructions in the Circular regarding how to vote at, or
attend, the Meeting and how to appoint a third party proxyholder.
To vote for the election of Mr. Yu as a director of the Company at the Meeting, shareholders are directed
to treat the election boxes for Mr. Drazenovic on t he form of proxy or voting instruction form, as
applicable, as election boxes for Mr. Yu. For greater certainty, all votes cast in support of or withheld
from Mr. Drazenovic shall be treated as votes cast in support of or withheld from Mr. Yu.
To vote for the election of Mr. Hughes as a directo r of the Company at the Meeting, shareholders are
directed to treat the election boxes for Mr. Wu on the form of proxy or voting instruction form, as
applicable, as election boxes for Mr. Hughes. For greater certainty, all votes cast in support of or
withheld from Mr. Wu shall be treated as votes cast in support of or withheld from Mr. Hughes.
Registered shareholders who have already executed a nd submitted the form of proxy enclosed in the
Circular who wish to change their vote may do so by:
Completing a proxy form that is dated later than th e proxy form being revoked and mailing,
faxing, or emailing it to Endeavor Trust Corporatio n, the Company’s transfer agent, so that it is
received prior to 10:00 am, Pacific Standard Time, on Monday, April 11, 2022;
Signing a written statement which indicates, clearl y, that you want to revoke your proxy and
delivering the signed written statement to the Comp any at Suite 1140, 625 Howe Street,
Vancouver, British Columbia, V6C 2T6 prior to 5:00 pm, Pacific Standard Time, on Tuesday,
April 12, 2022; or
As otherwise permitted by applicable law.
Registered shareholders that have voted online through www.eproxy.ca may also resubmit their votes by
logging in using their control number and password on their proxy form.
A non-registered shareholder (being a shareholder w ho holds their shares through a broker, investment
dealer, bank, trust company, custodian, nominee or other intermediary) may revoke a voting instruction or
proxy authorization form given to an intermediary a t any time by written notice to the intermediary,
except that an intermediary may not act on a revoca tion of a voting instruction or proxy authorization
form that is not received by the intermediary in su fficient time prior to the Meeting. Non-registered
shareholders who wish to revoke their voting instru ction form or proxy authorization should carefully
follow the instructions from their intermediaries a nd their service companies, including instructions
regarding when and where the voting instruction form or proxy form is to be delivered.
Shareholders who have already executed and submitte d the form of proxy enclosed in the Circular and
who DO NOT wish to change their vote need take NO FURTHER ACTION .
The Circular has been mailed to shareholders and is available for viewing on SEDAR. Except as
described above, the Circular remains unchanged from the version that was mailed to the shareholders of
the Corporation and previously filed on SEDAR.
Additional Biographical Information Concerning Mr. Jiang (Jay) Yu and Mr. Leigh Hughes
Mr. Yu is a serial entrepreneur with over 16 years of capital markets experience on Wall Street. Mr. Yu’s
experience includes advising both private and publi c company executives and providing corporate
advisory services with respect to equity financings, mergers and acquisitions, structured financings, initial
public offerings and listings on recognized stock exchanges in North America. Mr. Yu previously worked
as an analyst as part of the Corporate & Investment Banking Division at Deutsche Bank on Wall Street in
New York City. Mr. Yu is an active philanthropist a nd the founder of a non-profit organization that
provides access to sports and education to underprivileged youth in New York City. In 2021, Mr. Yu was
a recipient of The Outstanding 50 Asian Americans i n Business award. Mr. Yu holds a Bachelor of Arts
(Psychology) degree from the City College of New Yo rk and has also completed several courses at the
Borough of Manhattan Community College and Columbia University.
Mr. Hughes is an entrepreneur and venture capitalis t who has over 20 years’ experience working with
private and public companies across the globe, in particular North America, Australia and the Asia Pacific
Region. Mr. Hughes is the Founder of COMVERJ Ventures which helps clients identify opportunities for
change in the fields of mergers & acquisitions, cap ital markets, business strategy and innovation.
COMVERJ Ventures has worked with numerous public co mpanies in United States, Canada, Australia
and Europe. Mr. Hughes has completed a Bachelor of Commerce degree at Curtin University, Western
Australia. Mr. Hughes is also currently a corporate advisor to listed companies on the CSE and TSX
Venture Exchange. He has been nominated twice for Y oung Australian of the Year and was a nominee
and winner of Western Australia’s 40 under 40 award in 2012 as recognized by the industry and his peers.
Mr. Hughes is an independent director under applicable 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 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 Company 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 adjacent
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 timing of the Meeting and all other
statements that are not historical facts, particula rly statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptio ns or future events or performance of the Company.
Often, but not always, forward-looking statements c an be identified through the use of words or phrase s
such as “will likely result”, “are expected to”, “e xpects”, “will continue”, “is anticipated”, “anticipates”,
“believes”, “estimated”, “intends”, “plans”, “forec ast”, “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, cur rent conditions and expected future developments, a s
well as other factors that are believed to be appro priate and reasonable in the circumstances. Forward -
looking statements contained in this news release a re made as of the date of this news release and the
Company will not update any such forward-looking st atements as a result of new information or if
management’s beliefs, estimates, assumptions or opi nions change, except as required by law. There can
be no assurance that forward-looking statements wil l prove to be accurate, as actual results and futur e
events could differ materially from those anticipat ed 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 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.