St. James Gold Corp. (the “Company”) (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce the closing today of the second tranche of its previously announced brokered private placement offering (the “Offering”). The second tranche consisted of 424,391 units of the Company (each, a “Unit”) at a price of $3.22 per Unit and 108,801 flow-through units of the Company (each, a “FT Unit”) at a price of $3.86 per FT Unit for aggregate gross proceeds to the Company of approximately $1,786,511. Total gross proceeds to the Company including the first tranche of the Offering, which closed on August 27, 2021, was approximately $4,015,687. 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 $4.18 for a period of three (3) years from the issue 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 $4.18 for a period of three (3) years from September 9, 2021 (the “Closing Date”).
As consideration for its services in connection with the closing of the second tranche of the Offering, the Company paid the Agent a cash fee in the amount of $151,774 and issued the Agent an aggregate of 43,271 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 $3.22. The Company also issued the Agent an aggregate of 22,393 Units in satisfaction of the corporate finance fee.
The Company intends to use the net proceeds of the Offering to conduct drilling on the Florin Gold Project, exploration on 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 second tranche of the Offering will be subject to a four (4) month hold period ending January 10, 2022. The Offering remains subject to final approval from the TSX Venture Exchange (the “TSXV”).
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.
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