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.
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