St. James Gold Corp. — Audit Report / Information 2020

Jan 26, 2021

St. James Gold Corp. (formerly Bard Ventures Ltd.)

FINANCIAL STATEMENTS (Expressed in Canadian Dollars)

FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

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Crowe MacKay LLP

1100 - 1177 West Hastings St. Vancouver, BC V6E 4T5 Main +1 (604) 687-4511 Fax +1 (604) 687-5805 www.crowemackay.ca

Independent Auditors' Report

To the Shareholders of St. James Gold Corp.

Opinion

We have audited the financial statements of St. James Gold Corp. ("the Company"), which comprise the statements of financial position as at September 30, 2020 and the statements of loss and comprehensive loss, cash flows and changes in shareholders' equity for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2020, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements which describes the material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other matter

The financial statements of St. James Gold Corp. for the year ended September 30, 2019 were audited by another auditor who expressed an unmodified opinion on those statements on January 13, 2020.

Other Information

Management is responsible for the other information. The other information comprises:

• Management's Discussion and Analysis

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the other information prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information,

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we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditors' report is Pejman Mahlooji.

"Crowe MacKay LLP"

Chartered Professional Accountants Vancouver, Canada January 25, 2021

St. James Gold Corp. (formerly Bard Ventures Ltd.) STATEMENTS OF FINANCIAL POSITION

As at September 30, 2020 and 2019

(Expressed in Canadian Dollars)

	September 30,	September 30,	September 30,	September 30,
AS AT		2020		2019
ASSETS
Current
Cash	$	5,868	$	211,191
Prepaid		1,796		1,500
Amounts receivable		2,024		4,017
Current assets		9,688		216,708
Non-current assets
Reclamation bond (Note 5)		14,000		14,000
TOTAL ASSETS	$	23,688	$	230,708
LIABILITIES AND EQUITY
Current
Accounts payable and accrued liabilities (Notes 6 and 7)	$	39,081	$	27,768
Total Liabilities		39,081		27,768
Shareholders’ Equity
Share capital (Note 8)		23,408,618		23,383,618
Reserves (Note 8)		15,424		15,424
Deficit		(23,439,435)		(23,196,102)
Total shareholders’ equity		(15,393)		202,940
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	23,688	$	230,708

Nature and continuance of operations (Note 1)

Approved and authorized by the Board on January 25, 2021.

“Ning Wu” Director Ning Wu	“Jessika Angarita” Director Jessika Angarita

The accompanying notes are an integral part of these financial statements.

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St. James Gold Corp. (formerly Bard Ventures Ltd.)

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS For the years ended September 30, 2020 and 2019 (Expressed in Canadian Dollars)

		Year Ended		Year Ended
	September 30,		September 30,
		2020		2019
EXPLORATION EXPENSES(Note 4)	$	31,676	$	64,171
ADMINISTRATIVE EXPENSES
Audit and accounting		70,765		65,670
Consulting fees		35,000		71,750
Foreign exchange gain		(4)		(146)
Legal		20,202		12,883
Management fees		60,200		69,500
Administrative services		14,317		19,138
Regulatoryfees		13,227		40,462
		213,707		279,257
Loss before other item		(245,383)		(343,428)
Write-off of mineral property (Note 4)		-		(271,230)
Gain on settlement of debt (Note 6)		2,050		-
Loss and comprehensive loss for the year	$	(243,333)	$	(614,658)
Basic and diluted loss per common share	$	(0.02)	$	(0.06)
Weighted average number of common shares outstanding		10,960,618		10,657,348

The accompanying notes are an integral part of these financial statements.

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St. James Gold Corp. (formerly Bard Ventures Ltd.)

STATEMENTS OF CASH FLOWS For the years ended September 30, 2020 and 2019

(Expressed in Canadian Dollars)

	September 30,	September 30,
Yearended,	2020	2019
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the year	$ (243,333)	$ (614,658)
Items not affecting operating cash:
Write-off of mineral property	-	271,230
Share based royalty payment	25,000	-
Gain on settlement of debt	(2,050)	-
Changes in non-cash working capital items:
Amount receivable	1,993	(1,000)
Prepaid	(296)	(1,500)
Accounts payable and accrued liabilities	13,363	(52,965)
Net cash used in operating activities	(205,323)	(398,893)
CASH FLOWS FROM FINANCING ACTIVITIES
Shares issued for stock options exercised	-	50,000
Shares issued for warrants exercised	-	30,000
Net cash provided by financing activities	-	80,000
Change in cash for the year	(205,323)	(318,893)
Cash, beginning of year	211,191	530,084
**Cash, end of year **	$ 5,868	$211,191
Cash paid during the year for interest	$ -	$ -
Cash paid during the year for income taxes	$-	$-

Supplementary disclosure with respect to cash flows (Note 11)

The accompanying notes are an integral part of these financial statements.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) STATEMENTS OF SHAREHOLDERS’ EQUITY

(Expressed in Canadian Dollars)

	Share Capital Number Amount Reserves* Deficit **Total **
Balance at September 30, 2018 Shares for options exercised (Note 8) Shares for warrants exercised (Note 8) Shares for mineral properties (Note 4) Loss for the year	10,307,935 $ 23,253,565 $ 41,370 $ (22,581,444) $ 713,491 200,000 75,946 (25,946) - 50,000 120,000 30,000 - - 30,000 178,573 24,107 - - 24,107 - - - (614,658) (614,658)
Balance at September 30, 2019	10,806,508 23,383,618 15,424 (23,196,102) 202,940
Balance at September 30, 2019 Shares issue for mineral property (Note 4) Loss for the year	10,806,508 $ 23,383,618 $ 15,424 $ (23,196,102) $ 202,940 208,334 25,000 - - 25,000 - - - (243,333) (243,333)
Balance at September 30, 2020	11,014,842 23,408,618 15,424 (23,439,435) (15,393)

*Reserves consist of fair value of share options and finder’s warrants

The accompanying notes are an integral part of these financial statements.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

1. NATURE AND CONTINUANCE OF OPERATIONS

St. James Gold Corp. (the “ Company ”), formerly Bard Ventures Ltd., is incorporated under the Business Corporations Act , (British Columbia). The Company is engaged in the acquisition, exploration and development of mineral resource properties located in Canada. On October 14, 2020, the Company changed its name from Bard Ventures Ltd. to St. James Gold Corp. and began trading on the TSX Venture Exchange under the new symbol TSXV: LORD.

The Company’s head office and principal address is Suite 810 – 789 West Pender Street, Vancouver, British Columbia, Canada, V6C 1H2. The Company’s registered and records office is Suite 1000, 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1S8.

The recovery of the amounts comprising mineral properties is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain necessary financing to successfully complete their exploration and development, and upon future profitable production.

These financial statements have been prepared by management on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. At September 30, 2020, the Company had not yet achieved profitable operations, had accumulated losses of $23,439,435 (2019 - $23,196,102) since its inception, and expects to incur further losses in the development of its business, all of which casts significant doubt about the Company’s ability to continue as a going concern. A number of alternatives including, but not limited to selling an interest in one or more of its properties or completing a financing, are being evaluated with the objective of funding ongoing activities and obtaining working capital. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

2. BASIS OF PREPARATION

Statement of Compliance

These financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).

Basis of Presentation

The financial statements have been prepared on a historical cost basis except for certain financial assets measured at fair value. All dollar amounts presented are in Canadian Dollars unless otherwise specified.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

2. BASIS OF PREPARATION (CONT’D)

Significant accounting judgments and estimates

The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the year. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates. The most significant accounts that require estimates as the basis for determining the stated amounts include valuation of share-based payments and recognition of deferred income tax amounts and provision for restoration, rehabilitation and environmental costs.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

Economic recoverability and probability of future economic benefits of mineral properties

Management has determined that mineral property costs incurred which were capitalized have future economic benefits and are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including geological and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

Determination of functional currency

The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities, retention of operating cash flows, and frequency of transactions with the reporting entity.

Income taxes

In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.

Site decommissioning obligations

The Company recognizes a provision for future abandonment activities in the financial statements equal to the net present value of the estimated future expenditures required to settle the estimated future obligation at the statement of financial position date. The measurement of the decommissioning obligation involves the use of estimates and assumptions including the discount rate, the expected timing of future expenditures and the amount of future abandonment costs. The estimates were made by management and external consultants considering current costs, technology and enacted legislation. As a result, there could be significant adjustments to the provisions established which would affect future financial results.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

3. SIGNIFICANT ACCOUNTING POLICIES

Foreign exchange

The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is the Canadian Dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates .

Transactions in currencies other than the Canadian Dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in comprehensive loss.

Financial instruments

The following is the Company’s new accounting policy for financial instruments under IFRS 9:

Recognition and Classification

The Company recognized a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument.

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics.

Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

The following shows the classification of the Company’s financial statements:

Cash and amount receivable Amortized cost Accounts payable and accrued liabilities Amortized cost

Measurement

Financial assets at FVTOCI

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of net (loss) income. Realized and unrealized gains and losses arising from

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Financial instruments (cont’d)

changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of net (loss) income in the period in which they arise. Where management has opted to recognize a financial liability at FVTPL, any changes associated with the Company’s own credit risk will be recognized in other comprehensive income (loss).

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.

At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the consolidated statements of net (loss) income, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of net (loss) income. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive income (loss).

Financial liabilities

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets.

Mineral properties

The Company charges to operations all exploration and evaluation expenses incurred prior to the determination of economically recoverable reserves. These costs would also include periodic fees such as license and maintenance fees.

The Company capitalizes direct mineral property acquisition costs and those expenditures incurred following the determination that the property has economically recoverable reserves. Mineral property acquisition costs include cash consideration and the fair value of common shares issued for mineral property interests, pursuant to the terms of the relevant agreement. These costs are amortized over the estimated life of the property following commencement of commercial production, or written off if the property is sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred. A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry practice for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Impairment of tangible and intangible assets

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Provision for environmental rehabilitation

The Company recognizes liabilities for legal or constructive obligations associated with the retirement of mineral properties and equipment. The net present value of future rehabilitation costs is capitalized to the related asset along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value.

The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related assets with a corresponding entry to the rehabilitation provision. The increase in the provision due to the passage of time is recognized as interest expense.

As at September 30, 2020, the Company, given the early stage of exploration on its mineral properties, has no reclamation costs and therefore no provision for environmental rehabilitation has been made.

Earnings (loss) per share

Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted loss per share are the same for the periods presented.

Share-based compensation

The Company operates an employee stock option plan. Share based payments to employees are measured at the fair value of the instruments issued and amortized over the relevant vesting periods. Share based payments to non employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The fair value of options is determined using a Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Income taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting or taxable loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Newly adopted accounting standards

IFRS 16, Leases. The Company adopted IFRS 16 on October 1, 2019. IFRS 16 specifies how an IFRS reporter will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor accounting substantially unchanged from its predecessor, IAS 17. The adoption of IFRS 16 has no impact on the financial statements.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or not expected to have a significant impact on the Company’s financial statements.

4. MINERAL PROPERTY AND EXPLORATION EXPENSES

The Company’s mineral property interests are comprised of properties located in Canada.

	Canada
	Lone Pine
	$
Mineral properties
Balance, September 30, 2018	247,123
Acquisition cost capitalized	24,107
Write-off of mineral property	(271,230)
Balance, September 30, 2019, 2020	-

During the year ended September 30, 2020, the Company incurred exploration expenditures of $31,676 (2019 - $64,171) which were comprised mainly of advanced royalty payments of $25,000 and $6,000 for core storage.

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties, and, to the best of its knowledge, title to all of its properties, are properly registered and in good standing.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

4. MINERAL PROPERTY AND EXPLORATION EXPENSES (CONT’D)

Lone Pine

On August 24, 2006, the Company entered into an option agreement whereby it could earn a 100% interest (subject to a 2.5% net smelter royalty “NSR” and $65,000 annual advance royalty payments) in seven mineral claims (56 claim units) located in the Omineca Mining Division of British Columbia for consideration of:

545,000 of the Company’s capital stock to be issued (issued) Incur $75,000 in exploration expenditures (completed) Advance royalty payments totaling $65,000 (paid)

During the year ended September 30, 2012, the Company completed the required expenditures and issued its final share payment under the terms of the Option Agreement. 100% title of the property was transferred to the Company by the vendor.

The Company issued 33,333 shares at a fair value of $7,500 during the year ended September 30, 2013 and issued 33,333 shares at a fair value of $25,000 during the year ended September 30, 2014, as required by the Option Agreement. The Option Agreement requires the Company to make further advance payments of $25,000 each July 1 following the exercise of option to maintain its working interest. The Company has the option to make the advance payments in either cash or shares.

During the year ended September 30, 2016, the Company issued 100,000 shares, at a fair value of $25,000.

During the year ended September 30, 2017, the Company issued 100,000 shares, at a fair value of $10,000.

During the year ended September 30, 2018, the Company issued 100,000 shares, at a fair value of $25,000.

During the year ended September 30, 2019, the Company issued 178,573 shares, at a fair value of $24,107 (Note 8).

On September 30, 2019, the Company’s management determined that the Lone Pine was impaired and recognized a $271,230 write-off of the mineral property.

On June 26, 2020, the Company issued 208,334 common shares at fair value of $25,000 in order to continue to satisfy annual royalty payment obligations for the company to maintain 100% working interest in the Lone Pine mineral claims (Note 8).

5. RECLAMATION BOND

Cashable term deposits of $14,000 (September 30, 2019 - $14,000) were invested for 12-month periods at cost plus accrued interest at 1.00% per annum.

6. ACCOUNTS PAYABLES AND ACCRUED LIABILITIES

The Company’s accounts payable and accrued liabilities are as follows:

	September 30,	September 30,
	2020	2019
Trade payables	$ 4,264	$ 19,768
Accrued liabilities	34,817	8,000
Total	$ 39,081	$ 27,768

During the year ended September 30, 2020, the Company recognized a gain of $2,050 (September 30, 2019 – $0) on extinguishment on payable amounts.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

7. RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related parties:

As at September 30, 2020, the Company owed $21,000 (September 30, 2019 - $5,400) to various directors and their companies, which is included in accounts payable and accrued liabilities (Note 6).

The remuneration of directors and key management personnel during the years ended September 30, 2020 and 2019 are as follows:

are as follows:
	September	30, 2020	September	30, 2019
Accounting and admin	$	55,000	$	57,500
Consulting fees		35,000		65,250
Management fees		55,000		69,500
Administrative fees		10,000		12,000
	$	155,000	$	204,250

All related party transactions are in the normal course of operations and have been measured at the agreed to amount, which is the amount of consideration established and agreed to by the related parties.

8. SHARE CAPITAL AND RESERVES

• a) Authorized share capital

As at September 30, 2020, the authorized share capital of the Company is an unlimited number of common shares without par value. All issued shares, consisting only of common shares are fully paid. As at the date of this report 11,014,842 were issued and outstanding.

On January 22, 2019, the Company consolidated all of the Company’s issued and outstanding common shares on the basis of every five old common shares being consolidated into one new common share. All number of shares and per share amounts have been retroactively restated in these financial statements to reflect this share consolidation.

b) Issued share capital

During the year ended September 30, 2020, the Company did not issue common shares aside from shares issued for c) Resource properties.

During the year ended September 30, 2019, the Company issued common shares for the following:

A total of 200,000 common shares were issued for proceeds of $50,000 as a result of the exercise of 200,000 stock options with an exercise price of $0.25.

An additional 120,000 common shares were issued for proceeds of $30,000 as a result of the exercise of 120,000 warrants with an exercise price of $0.25.

c) Resource properties:

On June 26, 2020, the Company issued 208,334 common shares at fair value of $25,000 in connection with the acquisition of resource property interests.

On July 5, 2019, the Company issued 178,573 common shares at a fair value of $24,107 in connection with the acquisition of resource property interests.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

8. SHARE CAPITAL AND RESERVES (CONT’D)

• d) Share options

The Company’s share option plan provides that the board of directors may from time to time, in its discretion, and in accordance with the TSX Venture Exchange (the “Exchange”) requirements, grant to directors, officers, employees and technical consultants of the Company, non-transferable options to purchase the Company’s shares. The exercise price of options granted under the Plan will not be less than the closing price of the Company’s shares on the Exchange on the trading day immediately before the date of grant, less the discount permitted under the Exchange’s policies.

The options outstanding as at the year ended September 30, 2020 was as follows:

September	30, 2020	Exercise Price	Expiry Date
	200,000	$ 0.25	June6,2026

The options outstanding as at the year ended September 30, 2019 was as follows:

September	30, 2019	Exercise Price	Expiry Date
	300,000	$ 0.25	June6,2026

Share option transactions for the years ended September 30, 2020 and September 30, 2019 are summarized as follows:

	Year ended September30,2020 Year ended September 30, 2019
	Number ofOptions Weighted Average Exercise Price Number ofOptions Weighted Average Exercise Price
Balance, beginning of year Expired Exercised Balance, end of year	300,000 $ 0.25 500,000 $ 0.25 (100,000) 0.25 - - - - (200,000) 0.25
	200,000*$ 0.25 300,000 $ 0.25

*Exercisable –200,000 share options as September 30, 2020

On January 31, 2019, 100,000 share options with weighted average exercise price of $0.25 expired unexercised.

• e) Warrants

As at September 30, 2020, the Company had outstanding warrants as follows:

September	30, 2020	Exercise Price	Expiry Date
	753,333	$ 0.25	August 23, 2022

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

8. SHARE CAPITAL AND RESERVES (CONT’D)

a) Warrants (cont’d)

As at September 30, 2019, the Company had outstanding warrants as follows:

September 30, 2019	Exercise Price	Expiry Date
400,000	$ 0.25	December 5, 2019
753,333	$ 0.25	August 23, 2022
1,000,000	$ 0.25	June 12, 2020
800,000	$ 0.40	July 27, 2020
2,953,333

Warrant transactions for the years ended September 30, 2020 and September 30, 2019 are summarized as follows:

		Year ended			Year ended
	September30,2020		September 30, 2019
		Weighted			Weighted
		Average			Average
	Number	Exercise	Number		Exercise
	ofWarrants	Price	ofWarrants		Price
Balance, beginning of year	2,953,333 $	0.29	4,711,600	$	0.28
Exercised	-	-	(120,000)		0.25
Expired	(2,200,000)	0.31	(1,638,267)		0.25
Balance,end ofyear	753,333 $	0.25	2,953,333	$	0.29

On July 27, 2020, 800,000 warrants exercisable at $0.40 per share expired unexercised.

On June 12, 2020, 1,000,000 warrants exercisable at $0.25 per share expired unexercised.

On December 5, 2019, 400,000 warrants exercisable at $0.25 per share expired unexercised.

9. SEGMENTED INFORMATION

The Company operates in one reportable operating segment, being the acquisition and exploration of mineral properties in Canada. As the operations comprise a single reporting segment, amounts disclosed also represent segment amounts.

10. FINANCIAL AND CAPITAL RISK MANAGEMENT

The three levels of the fair value hierarchy are:

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – inputs that are not based on observable market data.

The Company enters into financial instruments to finance its operations in the normal course of business.

The Company does not hold any financial instruments at fair value subject to level 1, 2 or 3 fair value measurements. There were no changes in level 1, 2 or 3 financial instruments during the year ended September 30,

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

10. FINANCIAL AND CAPITAL RISK MANAGEMENT (CONT’D)

1. The fair value of the Company’s financial assets and financial liabilities approximate the carrying value due to the short-term maturities of the instruments.

The Company is exposed to varying degrees to a variety of financial instrument related risks:

Foreign exchange risk

The Company's functional currency is the Canadian Dollar and major purchases are transacted in Canadian Dollars. Management believes the foreign exchange risk derived from currency conversions is negligible. The foreign exchange risk is therefore manageable and not significant. The Company does not currently use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.

Credit risk

The Company’s cash is largely held in large Canadian financial institutions. The Company does not have any assetbacked commercial paper. The Company maintains cash deposits with a financial institution, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.

Liquidity risk

The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

Price risk

The ability of the Company to explore its mineral properties and the future profitability of the Company are directly related to the market price of precious metals. The Company monitors precious metals prices to determine the appropriate course of action to be taken by the Company.

Capital management

The Company defines its capital as shareholders’ equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties. The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage. As such, the Company has historically relied on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

11. SUPPLEMENTARY DISCLOSURE WITH RESPECT TO CASH FLOWS

On June 26, 2020, the Company issued 208,334 (September 30, 2019 – 178,573) common shares at fair value of $25,000 (September 30, 2019 - $24,107) in order to satisfy annual royalty payment obligations for the company to maintain 100% working interest in the Lone Pine mineral claims.

12. INCOME TAXES

The income taxes shown in the Statements of Loss and Comprehensive Loss differ from the amounts obtained by applying statutory rates to the loss before income taxes due to the following:

Statutory tax rate Loss before income taxes Expected income tax recovery Increase (decrease) in income tax recovery resulting from: Items deductible and not deductible for income tax purposes Change in tax rates Current and prior tax attributes not recognized Deferred income tax recovery Details of deferred tax assets are as follows: Non-capital and capital losses Resource expenditures Share issuance costs and others Less: Unrecognized deferred tax assets	2020 2019 27.0% 27.0% $ (243,333) $ (614,658) (65,700) (165,958) (554) 650 - - 66,254 165,308 $ - $ -
	2020 2019
	$ 2,331,440 $ 2,273,693 2,121,561 2,113,008 45 91
	4,453,046 4,386,792 (4,453,046) (4,386,792)
	$- $-

The Company has approximately $5,500,000 of non-capital losses available, which begin to expire in 2026 through to 2039 and may be applied against future taxable income. The Company also has approximately $6,100,000 of capital losses that may be carried forward and applied against future capital gains. In addition, the Company has approximately $7,800,000 of exploration and development costs which are available for deduction against future income for tax purposes. At September 30, 2020, the net amount which would give rise to a deferred income tax asset has not been recognized as it is not probable that such benefit will be utilized in the future years.

13 SUBSEQUENT EVENTS

On December 4, 2020, the Company issued 2,000,000 units at a price of $0.12 per unit for proceeds of $240,000. Each unit Consists of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at $0.12 per share for a period of one (1) year from the date of issue.

On December 8, 2020 the Company granted 470,712 options to directors, officers and consultants of the Company.

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St. James Gold Corp. (formerly Bard Ventures Ltd.) NOTES TO THE FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

SUBSEQUENT EVENTS (CONT’D)

On December 11, 2020, the Company entered into an option agreement to acquire a 100% interest in 29 claims covering 1,791 acres in the Gander Gold District in North Central Newfoundland Island (the “Grub Line Option Agreement”). Pursuant to the terms of the Grub Line Option Agreement, total aggregate consideration payable by the Company is an aggregate of $50,000 cash over three years, exploration totaling not less than $50,000 over three years, and the issuance of an aggregate of 200,000 common shares of the Company to the optionor as follows:

• 50,000 common shares on the approval of the Option Agreement by the TSX Venture Exchange;

• 50,000 common shares on the first anniversary of exchange approval;

• 50,000 common shares on the second anniversary of exchange approval; and

• • 50,000 common shares on the third anniversary of exchange approval.

The optionor retains a royalty of 2% net smelter returns on production from the Grub Line Option Agreement. Additionally, the Company will be required to issue an additional 500,000 common shares to the Optionor if at any time before or after exercise of the option the Company obtains a 43-101 Report estimating an inferred mineral resource of not less than 100,000 ounces of Au.

On December 17, 2020, the Company granted 1,003,034 options to directors, officers and consultants of the Company.

On January 4, 2021, the Company issued 50,000 common shares pursuant to the Grub Line Option Agreement.

On January 5, 2021, 1,219,167 warrants were exercised at a price of $0.12 per warrant.

On January 7, 2021, the Company entered into an option agreement to acquire a 100% interest in Quinn Lake Claims comprising two contiguous map-staked mineral licenses, for a landholding of 1,730 acres (the “Quinn Lake Option Agreement”) in the central Newfoundland island gold district. and pursuant to the terms of the Quinn Lake Option Agreement, total aggregate consideration payable by the Company is an aggregate of $65,000 cash over three years, exploration totaling not less than $100,000 over three years, and the issuance of an aggregate of 300,000 common shares of the company as follows:

• 75,000 common shares on the approval of the option agreement by the TSX Venture Exchange;

• 75,000 common shares on the first anniversary of exchange approval;

• 75,000 common shares on the second anniversary of exchange approval;

• 75,000 common shares on the third anniversary of exchange approval.

The vendors retain a royalty of 2-per-cent net smelter returns on production from the Grub Line claims with one half of the total royalty purchasable for $1,000,000 pre-production. Additionally, the Company will be required to issue an additional 500,000 common shares to the vendors if at any time before or after exercise of the option the company obtains a National Instrument 43-101 report estimating an inferred mineral resource of not less than 100,000 ounces of gold.

On January 15, 2021, the directors of the Company approved a private placement for the issuance of 450,000 units at a price of $0.672 per unit for consideration of $302,400. Each unit will consist of one common share and one nontransferable share purchase warrant, with each Warrant entitling the holder to purchase an additional common share of the Company at a price of $0.84 per common share at any time on or before 5:00 p.m. (Vancouver time) two years from the date of issuance of the warrants.

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