Vancouver - St. James Gold Corp. (the 'Company') (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce that it has closed a non-brokered private placement of 1,841,711 units of the Company at a price of $0.38 per Unit for gross proceeds of $699,850.18.
Each Unit consists of one (1) common share of the Company (a 'Common Share') and one non-transferable Common Share purchase warrant of the Company (each a 'Warrant'). Each Warrant entitles the holder thereof to purchase one (1) additional Common Share for a period of three (3) years from closing date of the Private Placement at a price of $0.45 per Common Share.
The Company intends to use the net proceeds from the Private Placement for general working capital and corporate purposes. The Company paid certain eligible persons (the 'Finders') aggregate cash fees of $23,293.60 and issued 55,772 Warrants to the Finders (the 'Finder Warrants') as compensation for introducing certain purchasers of Units to the Company. The Finder Warrants have the same terms as the Warrants partially comprising the Units issued pursuant to the Private Placement. All securities issued pursuant to the Private Placement are subject to a statutory four-month and one day hold period from the date of issuance in accordance with applicable securities laws of Canada. The Private Placement remains subject to the Company's receipt of the TSX Venture Exchange's final acceptance.
The Private Placement constituted a 'related party transaction' within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101') as an 'insider' (as defined in the Securities Act (Ontario)) of the Company participated in the Private Placement and acquired, directly or indirectly, an aggregate of 526,316 Units pursuant to the Private Placement. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Private Placement by the insider does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement, which the Company deems reasonable in the circumstances in order to complete the Private Placement in an expeditious manner.
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 under 'LRDJF' and on the Frankfurt Stock Exchange under 'BVU3'. The Company is focused on creating shareholder value through the discovery and development of economic mineral deposits by acquiring prospective exploration projects with welldelineated 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 29 claims, covering 1,791 acres, in the Gander gold district 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 in 19 claims, covering a total 1,730 acres, in central Newfoundland located adjacent to Marathon Gold's Valentine 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 acres in the historical Tintina gold belt in Yukon Territory, Canada.
Contact:
George Drazenovic
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 receipt of the TSX Venture Exchange's final acceptance of the Private Placement 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 forwardlooking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
ST. JAMES GOLD CORP. 
