St. James Gold Announces Closing of the Final Release and Settlement Agreement
Not for distribution to United States newswire services or for release publication, distribution, or dissemination directly, or indirectly, in whole or in part, in or into the United States.
Vancouver, BC, Aug. 22, 2025 (GLOBE NEWSWIRE) — Florin Resources Inc. (the “Shareholder”) announces that, on August 21, 2025, pursuant to the terms of the final release and settlement agreement (“Final Settlement Agreement”) between the Shareholder and St. James Gold Corp. (the “Issuer”)1 dated Mach 28, 2025 (the “Transaction”), the Issuer:
released from escrow to the Shareholder 850,000 common shares in the capital of the Issuer (the “Escrow Shares”); andissued to the Shareholder a further 3,157,896 common shares in the capital of the Issuer2 at a deemed price of $0.095 per Share (the “Treasury Shares”). The Shareholder received the Escrow Shares and the Treasury Shares on August 21, 2025. The release of the Escrow Shares from escrow to the Shareholder and the issuance of the Treasury Shares to the Shareholder requires disclosure pursuant to the early warning requirements of applicable securities laws.
Immediately before giving effect to the Transaction, the Shareholder held beneficial ownership and exercised control or direction over an aggregate of 2,850,000 Shares, representing approximately 10.23% of the issued and outstanding Shares on a non-diluted basis. Pursuant to the Transaction, the Shareholder acquired beneficial ownership and exercise of control and direction over 4,007,896 Shares. Immediately after giving effect to the Transaction, the Shareholder beneficially owns and exercises control or direction over a total of 6,857,896 Shares, representing approximately 18.11% of the issued and outstanding Shares on a non-diluted basis.3
The acquisition of the Escrow Shares and the Treasury Shares was completed pursuant to the Final Settlement Agreement. Subject to the requirements of applicable securities laws, and depending on market and other conditions, the Shareholder may from time to time in the future increase or decrease the ownership, control or direction over securities of the Issuer, through market transactions, private agreements, or otherwise.
Get the latest news
delivered to your inbox Sign up for The Manila Times newsletters By signing up with an email address, I acknowledge that I have read and agree to the Terms of Service and Privacy Policy.
This news release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report by the Shareholder in respect of the Transaction, to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report will be filed by the Shareholder in accordance with applicable securities laws and will be available on the Issuer’s issuer profile on SEDAR+ at http://www.sedarplus.ca. A copy of the early warning report may also be obtained by contacting James Munro, legal counsel (McMillan LLP), at 604-691-7491.
All ownership percentages disclosed hereon are based on the number of common shares the Issuer had issued and outstanding as at the date of this news release.
Advertisement
FLORIN RESOURCES INC.
Per: /s/ John Fiorino
John Fiorino
Sole Director
Advertisement
Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements”, as defined in applicable securities laws (collectively, “forward-looking statements”) which may include, but is not limited to, statements with respect to the activities, events or developments that the Shareholder expects or anticipates will or may occur in the future, including the Shareholder acquiring or disposing the Issuer’s securities and the filing of the Early Warning Report. Often, but not always, forward-looking statements can be identified by the use of words and phrases such as “plans,” “expects,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved.
Known and unknown risks, uncertainties and other factors, many of which are beyond the Shareholder’s ability to predict or control, could cause actual results to differ materially from those contained in the forward-looking statements.
All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Shareholder undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Shareholder does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.
Advertisement
FLORIN RESOURCES INC.
c/o Suite 1500, 1055 West Georgia Street
Vancouver, British Columbia, V6E 4N7
Contact:
Advertisement
John Fiorino
Tel: (604)-614-3610
Email: [email protected]
1 The Issuer’s common shares are listed on the TSX Venture Exchange. The Final Settlement Agreement settled indebtedness in the approximate amount of $1,213,500 under certain secured promissory notes issued by the Issuer to Florin under a previous settlement agreement between the Issuer and Florin.
Advertisement
2 2,105,264 Shares were issued by the Issuer pursuant to a shares for debt transaction and 1,052,632 were issued by the Issuer pursuant to a private placement. See the Issuer’s news release dated August 21, 2025.
3 This calculation includes 850,000 Shares (the “Escrowed Shares”) registered to the Shareholder that are subject to an escrow agreement dated April 1, 2021 (the “Escrow Agreement”) among the Issuer, the Shareholder and Endeavor Trust Corporation. The Escrowed Shares were released to the Shareholder in accordance with the terms of the Escrow Agreement.
Advertisement
