St. James Gold closes settlement agreement with Florin

Executive Summary

• St. James Gold Corp. settled its dispute with Florin Resources Inc., issuing 2,105,264 common shares at $0.095 per share and paying $435,000 cash.
• The settlement includes the transfer of the Quinn Lake property to Florin and the reassignment of two secured promissory notes (combined principal $1,176,598.76) to other lenders.
• Florin will participate in St. James’ private placement by purchasing 1,052,632 shares at $0.095 per share, closing concurrently with the settlement.

Key Details

• Settlement Consideration
• Cash payment of $435,000 to Florin Resources Inc.
• Issuance of 2,105,264 St. James common shares to settle debt (deemed price $0.095 per share).
• Removal of objection to release 850,000 shares held in escrow for Florin.
• Asset Transfer – Quinn Lake property transferred from St. James to Florin as part of the agreement.
• Promissory Notes – Two secured notes originally held by Florin (combined principal $1,176,598.76) reassigned proportionately to lenders who provided the cash component of the settlement; now long‑term unsecured debt.
• Private Placement Participation – Florin agreed to purchase 1,052,632 shares in St. James’ private placement announced Dec. 27 2024 at $0.095 per share, closing simultaneously with the settlement.
• Non‑Disparagement Agreement – Florin and certain former directors/officers entered into a mutual non‑disparagement agreement.
• Future Outlook – Settlement clears all claims, allowing St. James to focus on development of its Grub Line property in Newfoundland.

Notable Quotes

(No direct quotes were provided in the release.)