Not for distribution to US intelligence services or for distribution in the United States.
Vancouver, British Columbia, August 27, 2021 (GLOBE NEWSWIRE) – St. James Gold Corp. (the enterprise”) (TSXV: MR) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce the completion of the first tranche of its previously announced brokered private placement offer (the “offer“). 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 Company Flow-Through Units (each a”FT unit“At a price of $ 3.86 per FT unit for total gross company proceeds of approximately $ 2,229,175. The offering is sponsored by Canaccord Genuity Corp. managed as the sole lead agent (the “agent“).
Each unit consists of one common share in the company’s capital (each, a “Common share“) And a warrant to purchase common shares (each a”Guarantee“), With each warrant entitling its holder to purchase one additional common share at an exercise price of US $ 4.18 for a period of three (3) years from the date of issue.
Each FT Unit qualifies as a “Flow-Through Share” within the meaning of Subsection 66 (15) of the Income Tax Act (Canada) (the “Tax law“) And consists of one common share and one warrant, with each warrant entitling its holder to purchase one additional common share (which is not considered a” flow-through share “) at an exercise price of US $ 4.18 for a period of. to be acquired three (3) years from the graduation date.
In consideration for their services in connection with the completion of the first tranche of the Offering, the Company will pay the Agent and GloRes Securities Inc. (the “GloRes“, Which in connection with the initial closing of the offer includes a finder’s fee, a total cash fee of USD 178,334.07 and a total issuance of 46,917 broker warrants to the agent and GloRes (each a”Broker warrant“). Each broker warrant is exercisable for a period of three (3) years from the date of issue to purchase a unit at an exercise price of $ 3.22. The Company will also issue 11,729 shares to the Agent to pay the corporate finance fee.
The Company intends to use the net proceeds of the offering to drill the Florin gold project, explore the Company’s Newfoundland properties and for general corporate purposes. The gross proceeds from the sale of FT Units will only be used to account for “Canadian Exploration Expenses” which are “Flow Mining Expenses” (as those terms are defined in Taxes Act) on the Company’s options on the Florin Gold Project and Newfoundland Properties .
Pursuant to applicable Canadian securities laws, all securities issued and emittable in connection with the Offer are subject to a four (4) month hold period and securities issued in the first tranche have a hold period ending December 27, 2021. The offer remains subject to final approval through the TSX Venture Exchange (the “TSXV“) And another tranche is expected to be completed on September 9, 2021.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor will any sale of the securities be made in any jurisdiction in which such offer, solicitation or sale is unlawful were. The securities to be offered have not been and will not be under the United States Securities Act of 1933, as amended (the “US. Securities Act”) Or under US securities laws and may be offered or sold in the United States or to or for the account or for the benefit of US persons without registration or an applicable exemption from the registration requirements of the US 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”, on the US market 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 value for shareholders through the discovery and development of economic mineral deposits by acquiring prospective exploration projects with well-defined geological theories, integrating all available geological, geochemical and geophysical datasets, and funding efficient exploration programs. The Company currently holds an option to acquire a 100% interest in 29 claims covering 1,791 acres in the Gander gold district of north central Newfoundland adjacent to New Found Gold Corp’s Queensway North project. Participation 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 85% of the shares in the Florin Gold Project, which is nearly 22,000 hectares contiguous in the historic Tintina Gold Belt in the Yukon- Territory includes. Further company information can be found at: http://stjamesgold.com/
George Drazenovic, CPA, CGA, MBA, CFA
St. James Gold Corp.
For more information please contact:
George Drazenovic, Chief Executive Officer
Tel: 1 (800) 278-2152
E-mail: [email protected]
Forward-Looking Statements
This press 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 press release relate to, among other things, the timing and receipt of final approval of the Offer by the TSXV, the expected use of the proceeds from the offer, the anticipated completion date for another tranche of the Offer, the issue of additional securities under the Offer, and all other statements that are not historical facts, including but not limited to statements expressing or discussing expectations, beliefs, plans, goals, assumptions or future company events or performance. Often, but not always, forward-looking statements can be identified by the use of words or expressions such as “will likely result”, “is expected”, “expected”, “continues”, “is expected”, “expected” “,” believes ”,“ estimated ”,“ intends ”,“ planet ”,“ forecast ”,“ forecast ”,“ strategy ”,“ goal ”and“ outlook ”. The forward-looking statements contained in this press release are based on reasonable estimates and assumptions made by the company’s management at the relevant time in light of its experience and perceptions of historical trends, current conditions and expected future developments, as well as other factors that are considered appropriate under the given circumstances are deemed appropriate. Forward-looking statements contained in this press release are effective as of the date of this press release and the company will not update 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 correct, 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 control of the company and which could cause actual results, performance, achievements and events to differ materially from those disclosed or disclosed in such forward-looking statements be implied. seek statements. These risks and uncertainties include, but are not limited to, the impact and progression of the COVID-19 pandemic and other factors identified in the company’s annual information form dated July 26, 2021 (the “AIF“), Which are stored under the company’s profile on SEDAR at www.sedar.com. The company advises that the list of risk factors and uncertainties described in its AIF on SEDAR is not exhaustive and that other factors could materially affect its results.
From time to time new factors will emerge and it will not be possible for the company to consider all of them or to assess the impact of each of these factors or the extent to which any factor or combination of factors could cause results to be materially different contained in forward-looking statements. All forward-looking statements in this press release are expressly restricted in their entirety by this cautionary statement.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATORY SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ASSUMES RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PUBLICATION.