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St. James Gold Corp. (the Company) (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. as lead agent (the “Lead Agent”) and on behalf of a syndicate of agents (together with the Lead Agent, the “Agents”) in connection with a commercially reasonable efforts brokered private placement of up to 2,170,000 units of the Company (each, a “Unit”) at a price of $3.00 per Unit for aggregate gross proceeds to the Company of up to $6,510,000 (the “Offering”).

Each Unit will be comprised of one common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder thereof to purchase one additional Common Share at an exercise price of $3.90 for a period of three (3) years from the Closing Date (as defined below).

The Company has granted the Agents an option (the “Agents Option”), exercisable in whole or in part, at any time prior to the Closing Date, to increase the size of the Offering by up to 500,000 Units to raise additional gross proceeds of up to $1,500,000.

The Offering will be conducted pursuant to the terms of an agency agreement to be entered into between the Company and the Agents on or prior to the Closing Date. The Company has agreed to pay the Agents a cash fee equal to 6.0% of the gross proceeds of the Offering and to issue that number of broker warrants equal to 6.0% of the number of Units sold under the Offering (each a “Broker Warrant”). Each Broker Warrant will be exercisable to purchase one Unit for a period of three (3) years from the Closing Date at an exercise price of $3.00. In addition, the Company has agreed to pay the Lead Agent a corporate finance fee payable in Units and equal to 2.0% of the number of Units sold under the Offering.

The Company intends to use the net proceeds of the Offering to close the initial payment on the Florin Gold Project acquisition, conduct drilling on the Company’s Florin Gold Project and Newfoundland properties and for general corporate purposes.

The Offering will be conducted in all provinces of Canada and in the United States pursuant to private placement exemptions and in such other jurisdictions as are agreed to by the Company and the Lead Agent. The closing of the Offering is subject to, among other things, the receipt of all necessary approvals from the TSX Venture Exchange (the “TSXV”). Closing of the Offering will occur on a date to be agreed to by the Company and the Lead Agent (the “Closing Date”). Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the Offering will be subject to a four (4) month hold period commencing on the Closing Date.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been, and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

For Full Release: https://www.globenewswire.com/news-release/2021/05/13/2228812/0/en/ST-JAMES-GOLD-CORP-TSX-V-LORD-ANNOUNCES-6-5-MILLION-BROKERED-PRIVATE-PLACEMENT.html

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6/8/2021

ST. JAMES GOLD CORP. (TSX-V: LORD) FILES NI 43-101 TECHNICAL REPORT REGARDING FLORIN GOLD PROJECT

St. James Gold Corp. (the “Company”) (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) is pleased to announce that it has filed an independent technical report titled “Florin Gold Project NI 43-101 Technical Report Mayo and Dawson Mining Districts, Yukon Territory”, prepared by Ronald G. Simpon, P.Geo., with an effective date of April 6, 2021 (the “Technical Report”). The Technical Report conforms to National Instrument 43-101 – Standards for Disclosure of Mineral Projects and supports the disclosure in the Company’s news release dated Apri 12, 2021...