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 Share 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 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.
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 issued 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 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
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 an 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 OfficerTel:
1 (800)
278-2152Email: info@stjamesgold.com
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. 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 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 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.
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