An anonymous director reports

ST. JAMES GOLD ANNOUNCES CLOSING OF THE FINAL RELEASE AND SETTLEMENT AGREEMENT

St. James Gold Corp. has closed the final release and settlement agreement with Florin Resources Inc., originally announced on April 1, 2025. Under the terms of the settlement agreement, the company was reassigned two secured promissory notes of the company held by Florin with a combined principal amount of $1,176,598.76.

The consideration for the settlement was as follows:

• The cash payment of $435,000 to Florin;
• The issuance of a total of 2,105,264 common shares of the company for debt to Florin at a deemed price of 9.5 cents per share that closed concurrently with the settlement agreement;
• The company removing its objection to the release to Florin of 850,000 common shares of the company that were held in escrow by the company's transfer agent;
• The transferring of the company's Quinn Lake property to Florin.

As part of the settlement agreement, Florin agreed to participate as to 1,052,632 common shares in the company's private placement announced Dec. 27, 2024, at 9.5 cents per share, which closed concurrently with the closing of the settlement agreement.

Florin and certain former directors and officers of the company also entered into a mutual non-disparagement agreement.

The company has reassigned the principal amount if the notes proportionately to the lenders who provided the $435,000 cash for closing and have agreed to hold the debt as long-term and unsecured.

The settlement agreement describes a release of all claims, bringing to an end this chapter of the company's existence, and allows the moving forward with development of its Grub Line property in Newfoundland.

The company thanks its shareholders for their long forbearance, which the company concluded this difficult period.

About St. James Gold Corp.

St. James Gold is a publicly traded company listed on the TSX Venture Exchange under the trading symbol LORD, in the United States 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.

We seek Safe Harbor.