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

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 effectiv e, 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”. Forward -

looking statements contained in this news release are made based on reasonable estimates and assumptions

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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 c ircumstances. 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, 20 21 (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 c ontained 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.

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