St. James Gold Corp. Closes First Tranche of $1.5 Million Private Placement

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Vancouver, British Columbia, June 28, 2022 - St. James Gold Corp. (the “Company”) (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce that the Company has closed the first tranche of its previously announced non-brokered private placement (the “Private Placement”), issuing 1,169,674 flow-through units (the “Units”) at a price of $0.49 per Units for aggregate gross proceeds of $573,140.26.

Each Unit consists of one common share of the Company (a “FT Share”), each of which will qualifies as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”), and one common share purchase warrant of the Company (each a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share at an exercise price of $0.71 for a period of three

(3) years from the closing date.

The Company intends to use the net proceeds of the first tranche of the Private Placement to pay drilling costs incurred on the Florin project and for exploration activities on the Company’s Newfoundland properties. The gross proceeds raised from the sale of 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.

The Company paid EMD Financial Inc. and GloRes Securities Inc. (together, the “Finders”) aggregate cash fees of $40,119.82 and issued 81,877 Warrants to the Finders (the “Finder Warrants”) as compensation for introducing certain purchasers of Units to the Company. The Finder Warrants have the same terms as the Warrants partially comprising the Units issued pursuant to the Private Placement.

All securities issued pursuant to the Private Placement are subject to a statutory four-month and one day hold period from the date of issuance in accordance with applicable securities laws of Canada. The Private Placement remains subject to the Company’s receipt of the TSX Venture Exchange’s final acceptance.

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 welldelineated 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; and (iii) an option to acquire up to an 85-per-cent interest in the Florin Gold Project, covering nearly 22,000 contiguous acres in the historical Tintina gold belt in Yukon Territory, Canada.

For more corporate information please visit: http://stjamesgold.com/

St. James Gold Corp.

For further information, please contact:

George Drazenovic, Chief Executive Officer 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”. Forwardlooking 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 forwardlooking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

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