St. James Gold Corp. (the “Company”) (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce the closing today of the first tranche of its previously announced brokered private placement offering (the “Offering”). The first tranche consisted of 54,084 units of the Company (each, a “Unit”) at a price of $3.22 per Unit and 532,390 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 $2,229,175. The Offering is being 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 the Closing Date.

As consideration for their services in connection with the closing of the first tranche of the Offering, the Company shall pay to the Agent and to GloRes Securities Inc. (the “GloRes”), which collected a finder’s fee in connection with the first closing of the Offering, an aggregate cash fee in the amount of $178,334.07 and issue to the Agent and GloRes an aggregate of 46,917 broker warrants (each a “Broker Warrant”). Each Broker Warrant shall be exercisable to purchase one Unit for a period of three (3) years from the issue date at an exercise price of $3.22. The Company shall also issue the Agent 11,729 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 Offering will be subject to a four (4) month hold period and the securities issued in the first tranche will have a hold ending December 27, 2021. The Offering remains subject to final approval from the TSX Venture Exchange (the “TSXV”) and an additional tranche is expected to closing on September 9, 2021.

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/2021/08/27/2287887/0/en/ST-JAMES-GOLD-CORP-TSX-V-LORD-ANNOUNCES-CLOSING-OF-FIRST-TRANCHE-OF-BROKERED-PRIVATE-PLACEMENT-OFFERING.html

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