St. James Gold Corp Announces Application for a Management Cease Trade Order For Late Filing of Annual Audited Financial Statements

Vancouver, British Columbia – January 27, 2025 – St. James Gold Corp. (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) ("St. James" or the "Company") announces that it has made an application to the British Columbia Securities Commission and Alberta Securities Commission to approve a temporary management case trade order (“MCTO”) under National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults (“NP 12-203”), which, if granted, will prohibit the Chief Executive Officer and Chief Financial Officer of the Company from trading securities of the Company until such time as the Required Filings (defined below) and all continuous disclosure requirements have been filed by the Company, and the MCTO has been lifted. During the period in which the MCTO is effective, the general public will continue to be able to trade in the Company’s listed securities. The MCTO application has been made but there is no guarantee or assurance that the MCTO will be granted.

The Company expects that it will be unable to file its audited financial statements for the financial year ended September 30, 2024 (the “Financial Statements”) and the related management’s discussion and analysis and Chief Executive Officer and Chief Financial Officer certificates for this period (collectively, with the Financial Statements, the “Required Filings”) before the filing deadline of January 28, 2025 (the “Filing Deadline”).

The Company’s inability to make the Required Filings by the Filing Deadline is due to delays in the Company’s ability to pay the outstanding invoices and retainer of its auditors (the “Auditors”). The Company is currently in the process of equity financing in an amount sufficient to settle the amounts payable the Auditors.

The Company anticipates that it will be in a position to remedy the default by making the Required Filings on or before March 28, 2025. The MCTO, if granted, will be in effect until the Required Filings are made.

The Company intends to satisfy the provision of the alternative information guidelines set out in sections 9 and 10 of NP 12-203 as long as the Required Filings are outstanding.

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

St. James Gold Corp.

For 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”. 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 forwardlooking 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.

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