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

Vancouver, British Columbia, July 25, 2025 (GLOBE NEWSWIRE) -- St. James Gold Corp. (the 鈥�Company鈥� or 鈥�St. James鈥�) (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) announced today that its common shares will be reinstated for trading on the TSX Venture Exchange (the 鈥淓xchange鈥�) on or about July 29, 2025 as the TSX Venture Exchange has completed its review.

The Company鈥檚 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鈥檚 pending private placement, announced December 27, 2024, the adjusted working capital as at March 31, 2025, will be $129,209.49.

Of the $1,580,052.49 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 Exchange 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 Auditors bill bear interest at 10% 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 Corp. is a publicly traded company listed on the TSX Venture Exchange under the trading symbol 鈥淟ORD鈥�, in the U.S. Market listed on OTCQB under "LRDJF" and on the Frankfurt Stock Exchange under 鈥淏VU3鈥�. 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 datasets; 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.鈥檚 Queensway North project; and (ii) a 100-per-cent stake in 9 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.

For more corporate information please visit:聽

This release has been reviewed and approved by Logan Anderson, CFO.

St. James Gold Corp.
For further information, please contact:
Tel: 1 (800) 278-2152
贰尘补颈濒:听

Forward Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities laws (collectively, 鈥�forward-looking statements鈥�). All other statements that are not historical facts, particularly statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance of the Company. Often, but not always, forward-looking statements can be identified through the use of words or phrases such as 鈥渨ill likely result鈥�, 鈥渁re expected to鈥�, 鈥渆xpects鈥�, 鈥渨ill continue鈥�, 鈥渋s anticipated鈥�, 鈥渁nticipates鈥�, 鈥渂elieves鈥�, 鈥渆stimated鈥�, 鈥渋ntends鈥�, 鈥減lans鈥�, 鈥渇orecast鈥�, 鈥減rojection鈥�, 鈥渟trategy鈥�, 鈥渙bjective鈥� and 鈥渙utlook鈥�. Forward-looking statements contained in this news release are made based on reasonable estimates and assumptions made by management of the Company at the 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 reasonable 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鈥檚 beliefs, estimates, assumptions or opinions change, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company鈥檚 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 of the COVID-19 pandemic and other factors outlined in the Company鈥檚 Annual Information Form dated July 26, 2021 (the 鈥�AIF鈥�) filed under the Company鈥檚 profile on SEDAR at聽. The Company cautions that the list of risk factors and uncertainties described in its AIF on SEDAR are not exhaustive 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, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are 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 OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.