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LORD.V ·

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

Financings

ST. JAMES GOLD CORP. CLOSES FIRST TRANCHE OF

$1.5 MILLION PRIVATE PLACEMENT

Not for distribution to U.S. news wire services or dissemination in the United States.

Vancouver, British Columbia, June 28, 2022 - St. Ja mes 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 pr ivate placement (the “ Private Placement ”), issuing

1,169,674 flow-through units (the “Units”) at a price of $0.49 per Units for aggregate gros s 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 drill ing

costs incurred on the Florin project and for explor ation 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 Ta x

Act) on the Company’s options on the Florin Gold Project and Newfoundland properties.

The Company paid EMD Financial Inc. and GloRes Secu rities 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 Place ment 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 u nder "LRDJF" and on the Frankfurt Stock

Exchange under “BVU3”. The Company is focused on cr eating shareholder value through the discovery

and development of economic mineral deposits by acq uiring prospective exploration projects with well-

delineated geological theories; integrating all available geological, geochemical, and geophysical datasets;

and financing efficient exploration programs. The C ompany currently holds: (i) 100-per-cent stake in 2 9

claims, covering 1,791 acres, in the Gander gold di strict in north-central Newfoundland located adjace nt

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 i n 19 claims, covering a total 1,730 acres, in centr al

Newfoundland located adjacent to Marathon Gold's Va lentine 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 ac res

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 statemen ts 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 e vents or performance of the Company. Often, but not

always, forward-looking statements can be identifie d through the use of words or phrases such as “will

likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “belie ves”,

“estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”. Forward-

looking statements contained in this news release a re made based on reasonable estimates and

assumptions made by management of the Company at th e 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 rea sonable 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 assuran ce

that forward-looking statements will prove to be ac curate, as actual results and future events could d iffer

materially from those anticipated in such statement s. Accordingly, the reader is cautioned not to plac e

undue reliance on forward-looking statements.

Forward-looking statements involve known and unknow n 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 o f 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 ww w.sedar.com. The Company

cautions that the list of risk factors and uncertai nties described in its AIF on SEDAR are not exhaust ive

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, ma y

cause results to differ materially from those conta ined in any forward-looking statement. Any forward-

looking statements contained in this news release a re 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 O F THE TSX VENTURE

EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY O R ACCURACY OF

THIS RELEASE.