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, Canada --
June 30, 2021 -- InvestorsHub NewsWire -- 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 Share 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 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 $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 by
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 Project 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 for 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 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 Officer
Tel: 1 (800) 278-2152
Email: 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 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. 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 publicly filed documents
under the Company's profile on the System 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
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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