ST. JAMES GOLD CORP. ANNOUNCES REVISED TERMS OF NON-BROKERED PRIVATE PLACEMENT OF UNITS

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St. James Gold Corp.
St. James Gold Corp.

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Vancouver, British Columbia, May 26, 2022 (GLOBE NEWSWIRE) -- St. James Gold Corp. (the "Company") (TSXV: LORD) (OTCQB: LRDJF) (FSE: BVU3) announces that, further to its press release of April 29, 2022 announcing a non-brokered private placement offering (the "Offering") of units of the Company (each, a "Unit"), the Company is reducing the price of the Units from $0.60 to $0.38 per Unit.

Pursuant to the revised terms of the Offering, the Company proposes to issue up to 1,842,106 Units at a price of $0.38 per Unit for aggregate proceeds to the Company of up to $700,000.

Each Unit shall be comprised of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant of the Company (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one additional Share, at an exercise price of $0.45 for a period of three (3) years from the closing date of the Offering.

The proceeds raised from the sale of Units under the Offering will be used to advance the Company's exploration programs and for general corporate matters.

Further to the Company's news releases of April 8, 2022 and April 29, 2022, Mr. Jay Jiang Yu intends to subscribe for 526,316 Units under the Offering for gross proceeds to the Company of $200,000.

The Company may pay finder’s fees to eligible persons in connection with the Offering. The Offering may be closed in one or more tranches.

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 of the Offering. The closing of the Offering is subject to, among other things, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

About St James Gold Corp.

St. James Gold Corp. is a publicly traded company listed on the TSX Venture Exchange 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 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.'s 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; and (iii) an option to acquire up to an 85-per-cent interest in the Florin Gold Project, covering nearly 22,000 contiguous acres in the historical Tintina gold belt in Yukon Territory, Canada.

For more corporate information please visit: http://stjamesgold.com/

St. James Gold Corp.
For further information, please contact:
George Drazenovic, Chief Executive Officer
Tel: 1 (800) 278-2152
Email: info@stjamesgold.com

Forward Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements in this news release relate to, among other things: the TSX Venture Exchange's approval for the Company to complete the Offering on the proposed terms as described herein, the completion of the Offering, and 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 "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection", "strategy", "objective" and "outlook". 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's 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's 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's Annual Information Form dated July 26, 2021 (the "AIF") filed under the Company's profile on SEDAR at www.sedar.com. 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.