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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. (the “Agent”) to amend the terms of the brokered private placement offering (the “Offering”) previously announced by the Company on May 12, 2021.

The Offering will now consist of: (i) up to 2,170,000 units of the Company (each, a “Unit”) at a price of $3.00 per Unit; and (ii) up to 833,333 flow-through units of the Company (each, a “FT Unit”) at a price of $3.60 per FT Unit, in any combination and for aggregate gross proceeds of up to $6,510,000 so long as the total number of Units and FT Units issued pursuant to the Offering does not exceed 2,170,000.

Each Unit shall 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.

Each FT Unit shall be comprised of one Common Share (each, a “FT Share”) which will qualify as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and one Warrant, with each Warrant entitling the holder thereof to purchase one additional Common Share, which shall 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.

The Company has granted the Agent an 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 Agent on or prior to the Closing Date. The Company has agreed to pay the Agent 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 and FT 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 Agent a corporate finance fee payable in Units and equal to 2.0% of the number of Units and FT 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 options on the Florin Gold Project and 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.

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 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 June 25, 2021 or such other date to be agreed to by the Company and the 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.

For Full Release: https://www.globenewswire.com/news-release/2021/06/08/2243677/0/en/ST-JAMES-GOLD-CORP-TSX-V-LORD-ADDS-FLOW-THROUGH-COMPONENT-TO-PREVIOUSLY-ANNOUNCED-6-5M-BROKERED-PRIVATE-PLACEMENT.html

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6/8/2021

ST. JAMES GOLD CORP. (TSX-V: LORD) FILES NI 43-101 TECHNICAL REPORT REGARDING FLORIN GOLD PROJECT

St. James Gold Corp. (the “Company”) (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce that it has filed an independent technical report titled “Florin Gold Project NI 43-101 Technical Report Mayo and Dawson Mining Districts, Yukon Territory”, prepared by Ronald G. Simpon, P.Geo., with an effective date of April 6, 2021 (the “Technical Report”). The Technical Report conforms to National Instrument 43-101 – Standards for Disclosure of Mineral Projects and supports the disclosure in the Company’s news release dated Apri 12, 2021...