Stockwatch

St James Gold Corp
Symbol	LORD
Shares Issued	29,654,449
Close 2023-09-29	C$ 0.19
Market Cap	C$ 5,634,345
Recent Sedar+ Documents

St. James Gold arranges $549,000 private placement

2023-10-03 15:52 ET - News Release

Subject: News for Immediate Dissemination PDF Document File: Attachment 231003 News Release.pdf ST. JAMES GOLD CORP. (TSX-V: LORD) ANNOUNCES PRIVATE PLACEMENT Vancouver, British Columbia, October 3, 2023 - St. James Gold Corp. (the "Company" or "St. James") (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) announced today that a private placement offering of up to 3,660,000 units at $0.15 per unit for total proceeds of $549,000. Each unit will consist of one common share and one half of one share purchase warrants. Each whole warrant will be exercisable to purchase an additional common share at a price of $0.20 per share for a period of two years from the date of closing. The proceeds of the private placement will be used approximately as follows: dot to pay current payables (legal, audit) - $ 86,000 dot to pay estimated cost of 2023 audit - $ 65,000 dot to pay property payments and complete - $ 45,000 assessment work on the Company's Newfoundland properties dot to pay amounts due over the next - $133,000 six months under various settlement agreements dot reserve for creditor settlements - $200,000 dot to pay estimated commission/finders - $ 20,000 fees Total: $549,000 All securities issued in connection with the Offering will be subject to a four-month statutory hold period. The Company will pay commissions of 5% cash and 5% broker/finder's warrants to registered investment dealers and brokers or to finders in jurisdictions where permitted by law. Each broker/finder's warrant will entitle the holder to purchase one additional common share at a price of $0.20 per share for a period of one (1) year from the date of issue. The company will not be proceeding with its private placement announced September 12, 2023. With respect to the possible acquisition announced September 11, 2023 the Company advises that no negotiations have taken place, no acquisition terms or agreement have been discussed to date, and negotiations are not expected to take place prior to the Special Committee obtaining an independent valuation report on the potential target which is not expected to occur in the near future. No part of the private placement proceeds will be used to do due diligence for the possible acquisition. In addition, no private placement proceeds will be paid to non-arms length parties, used for investor relations purposes or used to pay debts to placees. Completion of the private placement remains subject to the approval of the TSX Venture Exchange. 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 well- delineated 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. For more corporate information please visit: http://stjamesgold.com/ St. James Gold Corp. For further information, please contact: 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"). 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 forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement. NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.