St. James Gold Corp. announced a non-brokered private placement of up to 3,658,537 units at a price of CAD 0.41 per unit and up to 3,061,224 flow-through units at a price of CAD 0.49 cents per flow-through unit, in any combination and for aggregate gross proceeds of up to CAD 1,500,000 on June 22, 2022.

Each unit consists of one common share and one common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one additional common share for a period of three years from closing date of the private placement at a price of CAD 0.63 per common share. Each flow-through unit consists of one flow-through common share and one common share purchase warrant of the company.

Each warrant entitles the holder thereof to purchase one additional non-flow-through common share for a period of three years from closing date of the private placement at a price of CAD 0.71 per common share. The Company may pay Finders Fees to applicable finders and the Offering may be closed in one or more tranches. The closing of the Offering is subject to, among other things, the receipt of all necessary approvals from the TSX Venture Exchange.

Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the Offering will be subject to a 4 month hold period commencing on the Closing Date.