St. James Gold Corp.
(the
“Company”)
(TSXV: LORD) (OTCQB: LRDJF)
(FSE: BVU3) is pleased to announce that it has
entered into an agreement with Canaccord Genuity Corp. as lead
agent (the “
Lead Agent”) and on behalf of a
syndicate of agents (together with the Lead Agent, the
“
Agents”) in connection with a commercially
reasonable efforts brokered private placement of up to 2,170,000
units of the Company (each, a “
Unit”) at a price
of $3.00 per Unit for aggregate gross proceeds to the Company of up
to $6,510,000 (the “
Offering”).
Each Unit will be comprised 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 (as defined below).
The Company has granted the Agents an option
(the “Agents’
Option”), exercisable in whole or in part, at any
time prior to the Closing Date, to increase the size of the
Offering by up to 500,000 Units to raise additional gross proceeds
of up to $1,500,000.
The Offering will be conducted pursuant to the
terms of an agency agreement to be entered into between the Company
and the Agents on or prior to the Closing Date. The Company has
agreed to pay the Agents a cash fee equal to 6.0% of the gross
proceeds of the Offering and to issue that number of broker
warrants equal to 6.0% of the number of Units sold under the
Offering (each a “Broker Warrant”). Each Broker
Warrant will be 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 has agreed to pay the Lead Agent a
corporate finance fee payable in Units and equal to 2.0% of the
number of Units sold under the Offering.
The Company intends to use the net proceeds of
the Offering to close the initial payment on the Florin Gold
Project acquisition, conduct drilling on the Company’s Florin Gold
Project and Newfoundland properties and for general corporate
purposes.
The Offering will be conducted in all provinces
of Canada and in the United States pursuant to private placement
exemptions and in such other jurisdictions as are agreed to by the
Company and the Lead Agent. The closing of the Offering is subject
to, among other things, the receipt of all necessary approvals from
the TSX Venture Exchange (the “TSXV”). Closing of
the Offering will occur on a date to be agreed to by the Company
and the Lead Agent (the “Closing Date”). 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 commencing on the Closing Date.
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 to acquire up to a 100% interest in
the Florin Gold Project, covering nearly 22,000 contiguous acres in
the historic Tintina Gold Belt in the Yukon Territory. This
acquisition remains subject to TSXV approval. 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 completion of the
Offering, the timing and size of the Offering, the timing and
receipt of approval from the TSXV; the expected use of the net
proceeds of the Offering, the anticipated Closing Date 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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