Latest news with #FSE
Cision Canada
9 hours ago
- Business
- Cision Canada
COMMERCE RESOURCES AND MONT ROYAL RESOURCES ANNOUNCE ISSUE OF INCENTIVE OPTIONS AND PERFORMANCE SHARE UNITS
MONTREAL, July 28, 2025 /CNW/ -- Commerce Resources Corp. ("Commerce" or the "Company") (TSXV: CCE, FSE: D7H0) is pleased to announce that it has granted (the "Grant") an aggregate of 3,000,000 incentive stock options (each, an "Option") to purchase up to 3,000,000 common shares of the Company (each, a "Share") equally to Nicholas Holthouse, Jeremy Robinson and Adam Ritchie under its Equity Incentive Plan. The Options are exercisable for a period of three years from the date of Grant, expiring on July 28, 2028, at a price of $0.139 per Share. The options all vest immediately. Further, the Company has issued 15,000,000 Performance Share Units (PSU) to convert up to 15,000,000 Shares to certain officers under its Equity Incentive Plan. 9,000,000 PSU's to be issued to CEO and President Nicholas Holthouse and a further 3,000,000 to be issued to Jeremy Robinson and Adam Ritchie respectively. The PSU's will expire on 12 July 2028 for Mr Holthouse and 28 July 2028 for Mr Robinson and Mr Ritchie. For more information, please visit the corporate website at or email [email protected]. On Behalf of the Board of Directors COMMERCE RESOURCES CORP. Ian Graham Chairman Tel: 604.484.2700 Email: [email protected] Web: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Statements This news release contains forward-looking statements, which includes any information about activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward looking statements in this news release include statements regarding the proposed Transaction and the terms thereof; the anticipated filing of materials on SEDAR+; the completion of the Transaction, including, receipt of all necessary court, shareholder and regulatory approvals and timing thereof; the proposed Consolidation and the terms thereof; the expectation that the Commerce Shares will be delisted from the TSXV; the expectation that the Mont Royal Shares will be dual-listed on the ASX and TSXV; the continued advancement of the Ashram Project to development; that Ashram's fluorspar component which makes it one of the largest potential sources of fluorspar in the world and could be a long-term supplier to the met-spar and acid-spar markets; that the Company is positioning to be one of the lowest cost rare earth element producers globally, with a focus on being a long-term global supplier of mixed rare earth carbonate and/or NdPr oxide; and that the Company may explore the potential of other high-value commodities on the Ashram Property. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Risks that could change or prevent these events, activities or developments from coming to fruition include: the ability to obtain approvals in respect of the Transaction and to consummate the Transaction, the ability to obtain approvals for the listing of the Mont Royal Shares on the TSXV and the ASX; integration risks, actual results of current and future exploration activities; that the Company may not be able to fully finance any additional exploration on the Ashram Project; that even if the Company is able raise capital, costs for exploration activities may increase such that the Company may not have sufficient funds to pay for such exploration or processing activities; the timing and content of the proposed drill program and any future work programs may not be completed as proposed or at all; geological interpretations based on drilling that may change with more detailed information; potential process methods and mineral recoveries assumptions based on limited test work and by comparison to what are considered analogous deposits that, with further test work, may not be comparable; testing of our process may not prove successful or samples derived from the Ashram Project may not yield positive results, and even if such tests are successful or initial sample results are positive, the economic and other outcomes may not be as expected; the anticipated market demand for rare earth elements and other minerals may not be as expected; the availability of labour and equipment to undertake future exploration work and testing activities; geopolitical risks which may result in market and economic instability; and despite the current expected viability of the Ashram Project, conditions changing such that even if metals or minerals are discovered on the Ashram Project, the project may not be commercially viable, or other risks detailed herein and from time to time in the filings made by the Company with applicable Canadian securities regulators. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. These forward-looking statements are based on our current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management's beliefs and assumptions, including the non-occurrence of the risks and uncertainties that are described above and in the filings made with the applicable Canadian securities regulators or other events occurring outside of our normal course of business, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law.
Cision Canada
11 hours ago
- Business
- Cision Canada
DEFENSE METALS SETTLES DEBT WITH HATCH THROUGH EQUITY
VANCOUVER, BC, July 28, 2025 /CNW/ - Defense Metals Corp. ("Defense Metals" or the "Company" (TSXV: DEFN) (OTCQB: DFMTF) (FSE: 35D) announces that it has entered into a shares-for-debt settlement agreement (the "Agreement") with Hatch Ltd. ("Hatch") in connection with outstanding debt related to engineering services previously provided to the Company. Pursuant to the Agreement, Defense Metals will settle an aggregate of $ 846,547.31 in outstanding payables owed to Hatch through the issuance of 5,290,920 common shares at a deemed price of $0.16 per share (the "Settlement Shares"). In addition, the Company will issue to Hatch 2,645,460 common share purchase warrants (each, a "Warrant"), representing one-half Warrant for each Settlement Share. Each Warrant will entitle Hatch to purchase one additional common share of the Company at a price of $0.21 per share for a period of 36 months from the date of issuance. Discussions with Hatch have revolved around pricing this agreement on the same terms as the company's previous raising as announced on May 21, 2025 (that was 15 cents with a half warrant at an exercise price of 20 cents). However, given the share price appreciation, there are regulations that state a maximum discount of 25% is allowed, therefore the pricing agreed as above. The Settlement Shares and Warrants will be subject to a six-month hold period in accordance with the Agreement. As part of the transaction, Defense Metals and Hatch have also entered into a side letter agreement whereby Defense Metals has indicated its intention to engage Hatch to provide engineering and related services for the full feasibility study on the Company's 100%-owned Wicheeda Rare Earth Element Project in British Columbia, subject to the parties reaching agreement on commercially acceptable terms. This side letter reflects the Company's commitment to working with top-tier engineering partners as it progresses toward full project development. Mark Tory, President & CEO of Defense Metals, commented: "We are pleased to be strengthening our relationship with Hatch, a globally respected engineering firm. Their willingness to accept equity demonstrates their positive view of the Wicheeda Project and confidence in its future. We look forward to continuing our collaboration as we move toward the next phase of technical studies." The shares-for-debt transaction and issuance of Warrants are subject to the final approval of the TSX Venture Exchange. About Defense Metals Corp. and its Wicheeda REE Deposit Defense Metals Corp. is focused on the development of its 100% owned, 11,800-hectare (~29,158-acre) Wicheeda Rare Earth Element (REE) property that is located on the traditional territory of the McLeod Lake Indian Band in British Columbia, Canada. The Wicheeda Project, approximately 80 kilometres (~50 miles) northeast of the city of Prince George, is readily accessible by a paved highway and all-weather gravel roads and is close to infrastructure, including hydro power transmission lines and gas pipelines. The nearby Canadian National Railway and major highways allow easy access to the port facilities at Prince Rupert, the closest major North American port to Asia. The Company recently completed a Preliminary Feasibility Study (PFS) that demonstrated the robust economics of the project. For further information, please visit or contact: Mark Tory President and CEO Tel: +1 604-445-8179 Email: [email protected] Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release. Cautionary Statement Regarding "Forward-Looking" Information This news release contains "forward‐looking information or statements" within the meaning of applicable securities laws, which may include, without limitation, any statements (expressed or implied) relating to: advancing the Wicheeda Project and the proposed debt settlement agreement. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. All statements in this news release, other than statements of historical facts, that address events, contribution or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of rare earth elements, the anticipated costs and expenditures, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including the risks and uncertainties relating to the interpretation of exploration and metallurgical results, risks related to the inherent uncertainty of exploration and development and cost estimates, the potential for unexpected costs and expenses and those other risks filed under the Company's profile on SEDAR+ ( While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather and climate conditions, failure to maintain or obtain all necessary government permits, approvals and authorizations, failure to maintain or obtain community acceptance (including First Nations), risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of personnel, materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters), risks relating to inaccurate geological, metallurgical, engineering and pricing assumptions, decrease in the price of rare earth elements, the impact of viruses and diseases on the Company's ability to operate, restriction on labour and international travel and supply chains, loss of key employees, consultants, officers or directors, increase in costs, delayed results, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward–looking statements or forward–looking information, except as required by law.
Cision Canada
12 hours ago
- Business
- Cision Canada
High Tide Tops 2 Million Cabana Club Members and 100,000 ELITE Members Nationwide
The Company Also Files a Preliminary Base Shelf Prospectus CALGARY, AB, July 28, 2025 /CNW/ - High Tide Inc. ("High Tide" or the "Company") (Nasdaq: HITI) (TSXV: HITI) (FSE: 2LYA), the high-impact, retail-forward enterprise built to deliver real-world value across every component of cannabis, announced today that it has officially surpassed 2 million Cabana Club members, solidifying its position as the largest and most robust bricks-and-mortar cannabis loyalty program in Canada. In addition, the Company's paid loyalty tier, ELITE, has exceeded 104,000 members nationwide—a major milestone in the growth of its innovative discount club model. "Crossing 2 million Cabana Club members and surpassing 100,000 ELITE members are landmark achievements for High Tide and clear proof points of the power behind our unique discount club model," said Raj Grover, Founder and Chief Executive Officer of High Tide. "Our rapidly growing membership base fuels the loyalty engine that drives traffic, margin, and differentiation. As we continue our expansion towards over 300 Canna Cabana locations across the country, I'm confident our Cabana Club and ELITE programs will remain key drivers of growth as we expand our national footprint and continue elevating the cannabis retail experience." Base Shelf Prospectus High Tide is also pleased to announce that it has filed a preliminary short form base shelf prospectus (the "Prospectus") to replace its final short form base shelf prospectus dated August 3, 2023 in anticipation of its expiry on September 3, 2025. The Prospectus will provide the Company with the flexibility to take advantage of financing opportunities and favourable market conditions, if and when needed, during the 25-month period that the Prospectus, once made final, remains effective (the "Effective Period"). The Prospectus has been filed in each of the provinces and territories in Canada. The Prospectus, when final and effective, will enable the Company to offer, issue and sell, from time to time: common shares, warrants, units, subscription receipts, debt securities, convertible securities, or any combination of such securities (collectively, the "Securities") for up to an aggregate offering price of C$100,000,000 (or its equivalent), in one or more transactions during the Effective Period. A copy of the Prospectus may be obtained under the Company's SEDAR+ and EDGAR profiles at and The Company has also filed a corresponding shelf registration statement relating to the Securities with the United States of America Securities and Exchange Commission (the "SEC") under the U.S. Canada Multijurisdictional Disclosure System. The Company may also use the Prospectus in connection with an "at-the-market distribution" in accordance with applicable securities laws, which would permit securities to be sold on behalf of the Company through the TSX Venture Exchange (the "TSXV"), Nasdaq Stock Exchange (or other existing trading markets), as further described in the applicable prospectus supplement. To date, no agreement has been entered into with respect to such distribution. The Company may use the net proceeds from the sale of the Securities for general corporate purposes, capital projects, internal expansion, or for the acquisition of other businesses, assets or securities by the Company or one of its subsidiaries. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such jurisdiction. The Company currently has no immediate plans to issue any Securities under the Prospectus at this time and may never proceed with any such issuance. If any Securities are offered under the Prospectus, the terms of any such Securities and the intended use of the net proceeds resulting from such offering would be established at the time of any offering and would be described in a prospectus supplement filed with the applicable securities regulatory authorities at the time of such offering and would be made available by High Tide. ABOUT HIGH TIDE High Tide, Inc. is the leading community-grown, retail-forward cannabis enterprise engineered to unleash the full value of the world's most powerful plant. Its wholly owned subsidiary, Canna Cabana, is the second-largest cannabis retail brand globally. High Tide (HITI) is uniquely-built around the cannabis consumer, with wholly-diversified and fully-integrated operations across all components of cannabis, including: Bricks & Mortar Retail: Canna Cabana™ is the largest cannabis retail chain in Canada, with 202 current locations spanning British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and growing. In 2021, Canna Cabana became the first cannabis discount club retailer in the world. Retail Innovation: Fastendr™ is a unique and fully automated technology that employs retail kiosks to facilitate a better buying experience through browsing, ordering and pickup. Consumption Accessories: High Tide operates a suite of leading accessory e-commerce platforms across the world, including and Brands: High Tide's industry-leading and consumer-facing brand roster includes Queen of Bud™, Cabana Cannabis Co™, Daily High Club™, Vodka Glass™, Puff Puff Pass™, Dopezilla™, Atomik™, Hue™, Evolution™ and more. CBD: High Tide continues to cultivate the possibilities of consumer CBD through and Wholesale Distribution: High Tide keeps that cannabis category stocked with wholesale solutions via Valiant™. Licensing: High Tide continues to push cannabis culture forward through fresh partnerships and license agreements under the Famous Brandz™ name. High Tide consistently moves ahead of the currents, having been named one of Canada's Top Growing Companies by the Globe and Mail's Report on Business in 2024 for the fourth consecutive year and was recognized as a top 50 company by the TSX Venture Exchange in 2022, 2024 and 2025. High Tide was also ranked number one in the retail category on the Financial Times list of Americas' Fastest Growing Companies for 2023. To discover the full impact of High Tide, visit For investment performance, don't miss the High Tide profile pages on SEDAR+ and EDGAR. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. CONTACT INFORMATION Media Inquiries Carter Brownlee Communications and Public Affairs Advisor High Tide Inc. [email protected] 403-770-3080 Investor Inquiries Vahan Ajamian Capital Markets Advisor High Tide Inc. [email protected] CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release may contain "forward-looking information" and "forward-looking statements within the meaning of applicable securities legislation. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. The forward-looking statements herein include, but are not limited to, statements regarding: the effectiveness of the preliminary and final prospectus and registration statement, the Company filing a final base shelf prospectus, the approval of the preliminary and final prospectus and registration statement, the use of proceeds, future financing opportunities, the Company offering, issuing and selling, from time to time, the Securities, the Company using the Prospectus in connection with an "at-the-market distribution", specific terms of future offerings being set forth in a prospectus supplement to the final base shelf prospectus, and market conditions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. Although the Company believes that the expectations reflected in these statements are reasonable, such statements are based on expectations, factors, and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including but not limited to the risk factors discussed under the heading "Non-Exhaustive List of Risk Factors" in Schedule A to our current annual information form, and elsewhere in this press release, as such factors may be further updated from time to time in our periodic filings, available at and which factors are incorporated herein by reference. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results, or otherwise, or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
Business Upturn
3 days ago
- Business
- Business Upturn
ST. JAMES GOLD CORP. (TSX-V: LORD) ANNOUNCES REINSTATMENT OF TRADING, DEBT RESOLUTION, AND EXPIRED INVESTOR RELATIONS CONTRACT
By GlobeNewswire Published on July 25, 2025, 21:22 IST Vancouver, British Columbia, July 25, 2025 (GLOBE NEWSWIRE) — St. James Gold Corp. (the 'Company' or 'St. James') (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) announced today that its common shares will be reinstated for trading on the TSX Venture Exchange (the 'Exchange') on or about July 29, 2025 as the TSX Venture Exchange has completed its review. The Company's financial statements for the period ended March 31, 2025 reflected a working capital deficiency $1,905,769. In order to resolve the deficiency and comply with the Exchange listing requirements, the Company has taken the following steps: The Company has entered into agreements with its largest short-term creditors to issue unsecured notes with a maturity 18 month after issuance to satisfy their indebtedness. A total of $1,580,052.49 of short-term debt is expected to be resolved pending Exchange review and Exchange acceptance. The Company has written off $317,725 of indebtedness that was beyond the statutory limitation period. As a result of these transactions, and after closing of the Company's pending private placement, announced December 27, 2024, the adjusted working capital as at March 31, 2025, will be $129,209.49. Of the $1,580,052.49 a total of $1,222,758 represents management fees owed to current and former management. The agreements under which the fees were incurred were never filed or accepted by the Exchange. In addition, $917,068 of these fees exceeded the amounts permissible under Exchange policy. As a result the notes issued in satisfaction of those fees are non interest bearing and are subject to restriction on payment or conversion into stock without approval by a majority of the disinterested shareholders of the Company. The remaining notes that were issued in satisfaction of legal fees and disbursements and amounts advanced by a shareholder to pay Auditors bill bear interest at 10% per annum. The Company intends to seek approval of shares for debt to satisfy the unrestricted notes once the shares of the Company return to trading and the market has stabilized, and to seek approval of the shares for debt to satisfy the restricted notes once the required disinterested shareholder approval is obtained. 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: This release has been reviewed and approved by Logan Anderson, CFO. St. James Gold further information, please contact: Tel: 1 (800) 278-2152 Email: [email protected] 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 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. Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. Ahmedabad Plane Crash GlobeNewswire provides press release distribution services globally, with substantial operations in North America and Europe.
Hamilton Spectator
3 days ago
- Business
- Hamilton Spectator
ST. JAMES GOLD CORP. (TSX-V: LORD) ANNOUNCES REINSTATMENT OF TRADING, DEBT RESOLUTION, AND EXPIRED INVESTOR RELATIONS CONTRACT
Vancouver, British Columbia, July 25, 2025 (GLOBE NEWSWIRE) — St. James Gold Corp. (the 'Company' or 'St. James') (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) announced today that its common shares will be reinstated for trading on the TSX Venture Exchange (the 'Exchange') on or about July 29, 2025 as the TSX Venture Exchange has completed its review. The Company's financial statements for the period ended March 31, 2025 reflected a working capital deficiency $1,905,769. In order to resolve the deficiency and comply with the Exchange listing requirements, the Company has taken the following steps: As a result of these transactions, and after closing of the Company's pending private placement, announced December 27, 2024, the adjusted working capital as at March 31, 2025, will be $129,209.49. Of the $1,580,052.49 a total of $1,222,758 represents management fees owed to current and former management. The agreements under which the fees were incurred were never filed or accepted by the Exchange. In addition, $917,068 of these fees exceeded the amounts permissible under Exchange policy. As a result the notes issued in satisfaction of those fees are non interest bearing and are subject to restriction on payment or conversion into stock without approval by a majority of the disinterested shareholders of the Company. The remaining notes that were issued in satisfaction of legal fees and disbursements and amounts advanced by a shareholder to pay Auditors bill bear interest at 10% per annum. The Company intends to seek approval of shares for debt to satisfy the unrestricted notes once the shares of the Company return to trading and the market has stabilized, and to seek approval of the shares for debt to satisfy the restricted notes once the required disinterested shareholder approval is obtained. 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: This release has been reviewed and approved by Logan Anderson, CFO. St. James Gold Corp. For further information, please contact: Tel: 1 (800) 278-2152 Email: info@ 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 . 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.
