St. James Gold Corp. (TSX-V: LORD) Announces Private Placement

Vancouver, British Columbia, July 19, 2024 - St. James Gold Corp. (the “Company” or “St. James”) (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) announces that as per TSXV requirements, it has adjusted the price of the warrants for the private placement announced July 17, 2024.

The Company will now be offering a private placement of up to 2,650,000 units at $0.0825 per unit for total proceeds of up to $219,000. Each unit will consist of one common share and one half of one share purchase warrant. Each whole warrant will be exercisable to purchase an additional common share at a price of $0.11 per share for a period of two years from the date of closing. The proceeds of the private placement will be used to pay accounts payable, reserve for 6 months payments under Florin settlement agreement and for general corporate purposes. In addition, $38,000 of funds already advanced to the Company were used to provide a portion of the settlement amount to be paid to SCS drilling as disclosed in the Company’s news release of June 14, 2024. The claim against the company by SCS has been discontinued the settlement amounts of 576,923 shares and $255,000 are currently held in escrow by counsel for SCS pending cancellation of the outstanding lien on the Florin property which is in process.

All securities issued in connection with the Offering will be subject to a four‐month statutory hold period.

The Company will pay commissions of 5% cash and 5% broker/finder’s warrants to registered investment dealers and brokers or to finders in jurisdictions where permitted by law. Each broker/finder’s warrant will entitle the holder to purchase one additional common share at a price of $0.10 per share for a period of one

(1) year from the date of issue.

The Company did not issue any shares in connection with the withdrawn private placement announced on May 28, 2024.

Completion of the private placement remains subject to the approval of the TSX Venture Exchange.

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.

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.

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.