An anonymous director reports

ST. JAMES GOLD CORP. (TSX-V: LORD) ANNOUNCES PRIVATE PLACEMENT

St. James Gold Corp. has arranged a private placement offering of up to 3.66 million units at 15 cents per unit for total proceeds of $549,000. Each unit will consist of one common share and one-half of one share purchase warrants. Each whole warrant will be exercisable to purchase an additional common share at a price of 20 cents per share for a period of two years from the date of closing. The proceeds of the private placement will be used approximately as follows:

• To pay current payables (legal and audit) -- $86,000;
• To pay estimated cost of 2023 audit -- $65,000;
• To pay property payments and complete assessment work on the company's Newfoundland properties -- $45,000;
• To pay amounts due over the next six months under various settlement agreements -- $133,000;
• Reserve for creditor settlements -- $200,000;
• To pay estimated commission/finders' fees -- $20,000;
• Total -- $549,000.

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 per cent cash and 5 per cent broker/finder warrants to registered investment dealers and brokers or to finders in jurisdictions where permitted by law. Each broker/finder warrant will entitle the holder to purchase one additional common share at a price of 20 cents per share for a period of one year from the date of issue.

The company will not be proceeding with its private placement announced Sept. 12, 2023.

With respect to the possible acquisition announced Sept. 11, 2023, the company advises that no negotiations have taken place, no acquisition terms or agreement have been discussed to date, and negotiations are not expected to take place prior to the special committee obtaining an independent valuation report on the potential target, which is not expected to occur in the near future. No part of the private placement proceeds will be used to do due diligence for the possible acquisition. In addition, no private placement proceeds will be paid to non-arm's-length parties, used for investor relations purposes or used to pay debts to placees.

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

About St. James Gold Corp.

St. James Gold is a publicly traded company listed on the TSX-V under the trading symbol LORD, in the U.S. market listed on the 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 well-delineated geological theories; integrating all available geological, geochemical and geophysical data sets 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 nine 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.

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