Mr. Logan Anderson reports

ST. JAMES GOLD CORP. (TSX-V: LORD) ANNOUNCES REINSTATMENT OF TRADING, DEBT RESOLUTION, AND EXPIRED INVESTOR RELATIONS CONTRACT

St. James Gold Corp.'s common shares will be reinstated for trading on the TSX Venture Exchange on or about July 29, 2025, as the TSX Venture Exchange has completed its review.

The company's financial statements for the period ended March 31, 2025, reflected a working capital deficiency $1,905,769. In order to resolve the deficiency and comply with the exchange listing requirements, the company has taken the following steps:

• The company has entered into agreements with its largest short-term creditors to issue unsecured notes with a maturity 18-month after issuance to satisfy their indebtedness. A total of $1,580,052.49 of short-term debt is expected to be resolved pending exchange review and exchange acceptance.
• The company has written off $317,725 of indebtedness that was beyond the statutory limitation period.

As a result of these transactions and after closing of the company's pending private placement announced Dec. 27, 2024, the adjusted working capital as at March 31, 2025, will be $129,209.49.

Of the $1,580,052.49 debt, a total of $1,222,758 represents management fees owed to current and former management. The agreements under which the fees were incurred were never filed or accepted by the exchange. In addition, $917,068 of these fees exceeded the amounts permissible under TSX-V policy. As a result, the notes issued in satisfaction of those fees are non-interest-bearing and are subject to restriction on payment or conversion into stock without approval by a majority of the disinterested shareholders of the company.

The remaining notes that were issued in satisfaction of legal fees and disbursements and amounts advanced by a shareholder to pay auditor bills bear interest at 10 per cent per annum.

The company intends to seek approval of shares for debt to satisfy the unrestricted notes once the shares of the company return to trading and the market has stabilized and to seek approval of the shares for debt to satisfy the restricted notes once the required disinterested shareholder approval is obtained.

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 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.

We seek Safe Harbor.