St. James Gold Corp. — Management Reports 2021

Jan 26, 2021

St. James Gold Corp. ( Formerly Bard Ventures Ltd.) Suite 810 - 789 West Pender Street Vancouver, BC V6C 1H2 Tel.: (604) 687-2038 Fax.: (604) 687-3141

FORM 51-102F1

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) AS OF JANUARY 25, 2021 TO ACCOMPANY THE AUDITED FINANCIAL STATEMENTS OF St. James Gold Corp. (Formerly Bard Ventures Ltd.) (THE “COMPANY”) FOR THE YEAR ENDED SEPTEMBER 30, 2020.

The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited financial statements of the Company for the year ended September 30, 2020 which were prepared in accordance with International Financial Reporting Standards (“IFRS”). All financial amounts are stated in Canadian currency unless stated otherwise.

This MD&A contains certain forward-looking statements based on the best beliefs, and reasonable assumptions of the management of the Company. There are many risks and uncertainties attached to the mineral exploration business. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements (See “Risks and Uncertainties” in this MD&A for more information).

Overview of the 2020 Fiscal Year

Capital markets continue to be depressed for junior mining companies, which is reflective in our stock price and difficulty in raising capital. However, the recent increase in prices of precious metals has stimulated activities in the junior mining sector and the outlook on the market has improved. Management is actively increasing efforts in raising capital for the Company.

The Company has been actively responding to the global COVID-19 pandemic. Doing its part in managing the current ongoing crisis within the local community, the Company is taking a careful approach at managing its business and shifting much of the Company’s activities from the physical office setting to taking place remotely through telecommuting.

The Company’s management will strive to maximize shareholder value by identifying, acquiring and exploring resource property investment opportunities.

Overall Performance and Description of Business

The Company is an exploration stage company located at Suite 810 - 789 West Pender Street, Vancouver, BC, V6C 1H2, engaged in the acquisition, exploration and development of mineral resource properties located in Canada. The Company was incorporated in British Columbia and is also a reporting issuer in Alberta.

The Company has been conducting exploration activities in Canada. The Company’s main performance activities in the period were exploration and expenses and seeking financing.

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 this MD&A to reflect this share consolidation.

– Results of Operations For the year ended September 30, 2020

For the year ended September 30, 2020, the Company incurred a loss of $243,333 (2019: $614,658). Significant expenses included exploration expenses of $31,676 (2019: $64,171); regulatory fees of $13,227 (2019: $40,462); consulting fees of $35,000 (2019: $71,750) (see also “Related Party Transactions”); management fees of $60,200 (2019: $69,500) (see also “Related Party Transactions); and audit and accounting fees of $70,765 (2019: $65,670) (see also “Related Party Transactions).

Net loss for the year was lower compared to 2019 mainly due to decrease in regulatory fees to $13,227 from $40,462 as 2019 saw larger fees due to share transactions such as the share consolidation of the Company’s issued and outstanding common shares; and decrease in consulting fees to $35,000 (2019: $71,750) to related parties.

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

– Results of Operations For the three months ended September 30, 2020

For the three months ended September 30, 2020, the Company incurred a loss of $76,449 (2019: $396,562). Significant expenses included transfer agent, filing and stock exchange fees of $2,817 (2019: $6,537); legal fees of $17,963 (2019: $nil) (see also “Related Party Transactions”); management fees of $15,000 (2019: $27,000) (see also “Related Party Transactions); and audit and accounting fees of $26,000 (2019: $23,000) (see also “Related Party Transactions).

Net loss was lower in 2019 compared to the same period in 2019 mainly due to decrease in exploration expense to $23,500 (2019: $47,716) as 2019 saw more exploration activities done on the Lone Pine property, which was impaired and fully written-off at September 30, 2019. Legal fees increased to $17,963 (2019: $nil) due to counseling costs incurred for Company’s reorganization and restructuring. Management fees decreased to $15,000 (2019: $27,000) to related parties due to management’s efforts to minimize costs. During Q4-2020 the Company was largely inactive due to the COVID-19 pandemic, hence management has increased efforts during this time to limit expenses incurred in the operation of the Company.

Management’s current overall objective is to continue seeking reasonable equity and/or debt financing and to identify a mineral property that can deliver a return on investment to the Company’s shareholders.

Summary of Quarterly Results:

2020/19 Quarterly Results:	4th Quarter	3rd Quarter	2nd Quarter 1st Quarter
Loss and comprehensive loss Basic and diluted loss per share* Total assets Working capital (deficit)	(76,449) (0.01) 23,688 (29,393)	(51,293) (0.00) 63,881 22,056	(58,267) (57,324) (0.01) (0.01) 91,408 157,960 73,349 131,616
2019/18 Quarterly Results:	4th Quarter	3rd Quarter	2nd Quarter 1st Quarter
Loss and comprehensive loss Basic and diluted loss per share* Total assets Working capital	(396,562) (0.03) 230,708 188,940	(75,256) (0.01) 595,321 314,272	(74,056) (68,784) (0.01) (0.01) 669,782 803,728 389,528 463,584

• No exercise or conversion is assumed during the quarters in which a net loss is incurred, as the effect is anti-dilutive.

Project Summaries and Activities

CANADA

Bard’s principal resource property during the year ended September 30, 2020 was the Lone Pine property located in British Columbia.

In 2009 and 2011, the Company completed a National Instrument 43-101 compliant resource estimate and a preliminary economic assessment (“Reports”), respectively. The Reports showed favorable economic potential as an open pit mine producing Mo and Cu concentrates. During the year ended September 30, 2019, the Company is no longer pursuing the Lone Pine property and recognized an impairment of $271,230.

During the year ended September 30, 2020, the Company incurred exploration expenditures of $31,676 which were primarily comprised of $6,000 for Lone Pine property core storage and amortization of capitalized costs incurred to maintain the 100% interest that the Company has on the property. During the comparative period ended September 30, 2019, the Company incurred exploration expenditures of $47,716 on the Lone Pine Property.

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

New Opportunities

The Company continues to evaluate mineral properties and is focused on deposits in Canada. Properties with economic merit and good logistics will be considered for acquisition.

www.stjamesgold.com

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

Outstanding Share Data

The Company has authorized share capital of an unlimited number of common shares without par value, of which 14,284,009 were issued and outstanding as at the date of this report.

The Company has a total of 1,534,166 warrants outstanding as of the date of this report as follows:

• -753,333 warrants with an exercise price of $0.25 per share.

-780,833 warrants with an exercise price of $0.12 per share.

The Company has a total of 1,673,746 options outstanding as at the date of this report as follows:

-200,000 with an exercise price of $0.25 per share.

-470,712 with an exercise price of $0.35 per share.

• -1,003,034 with an exercise price of $0.41 per share.

Related Party Transactions

The directors and executive officers of the Company are as follows:

George Drazenovic	CEO, President and Corporate Secretary
Wu Zijian	CFO
Nicolas Liang	Director
Ning Wu	Director
Jessica Angarita	Director

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

	Year Ended	Year Ended
	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 amounts, which is the amount of consideration established and agreed to by the 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.

Capital Resources

The Company has no operations that generate cash flow and its long-term financial success is dependent on discovering properties that contain mineral reserves that are economically recoverable. The Company’s primary capital assets are resource properties. Exploration expenditures are expensed as incurred.

The Company depends on equity and/or debt financing to continue operations, identify, acquire and explore mineral properties.

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet transactions.

www.stjamesgold.com

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

Liquidity and Solvency

The following table summarizes the Company’s cash on hand, working capital and cash flow:

As at Cash Working capital (deficit) Year ended Cash used in operating activities Cash provided by financing activities Change in cash	September 30, 2020 September 30, 2019
	$ 5,868 $ 211,191 (29,393) 188,940 September 30, 2020 September 30, 2019
	$ (205,323) $ (398,893) - 80,000
	$ (205,323) $ (211,191)

During the year ended September 30, 2020, the Company issued common shares for the following:

The Company issued 208,334 common shares at fair value of $25,000 in order to satisfy annual royalty payment obligations for the company to maintain 100% working interest in the Lone Pine mineral claims.

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

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

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

The Company issued 178,573 common shares at fair value of $24,107 in order to satisfy annual royalty payment obligations for the company to maintain 100% working interest in the Lone Pine mineral claims.

Proposed Transactions

There are no proposed transactions that will materially affect the performance of the Company.

Accounting Policies

Changes in Accounting Policies

Certain changes to the IFRS standards have been issued by the IASB that are mandatory for accounting periods after September 30, 2020. There are currently no changes to the IFRS standards that are expected to have a significant impact on the Company’s consolidated financial statements upon adoption.

Financial Instruments

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 fair values of cash and accounts payable approximate their carrying values due to the short-term maturity of these instruments.

www.stjamesgold.com

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

Financial Instruments (Continued)

The fair value of the Company’s financial instruments has been classified within the fair value hierarchy as at September 30, 2020 as follows:

		Level	1		Level	2		Level	3		Total
Financial Assets
Cash	$			5,868			-			-	$ 5,868
	$			5,868			-			-	$ 5,868

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

Fair value

The carrying value of receivables, accounts payable and accrued liabilities approximated their fair value because of the relatively short-term nature of these instruments. Cash, which is classified as held for trading and carried at fair value, has been determined using Level 1 inputs.

Foreign exchange risk

The Company’s functional and reporting currency is the Canadian Dollar and major purchases are transacted in Canadian Dollars. As a result, the Company’s exposure to foreign currency risk is minimal.

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 Schedule A financial institutions, 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 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.

Risks and Uncertainties

The Company’s principal activity is mineral exploration and development. Companies in this industry are subject to many and varied kinds of risk, including but not limited to, environmental, metal prices, political and economical.

The mineral exploration business is risky and most exploration projects will not become mines. The Company may offer an opportunity to a mining company to acquire an interest in a property in return for funding all or part of the exploration and development of the property. For the funding of property acquisitions and exploration that the Company conducts, the Company depends on the issue of shares from the treasury to investors.

These stock issues depend on numerous factors including a positive mineral exploration environment, positive stock market conditions, a company’s track record and the experience of management. www.stjamesgold.com

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

Risks and Uncertainties (Continued)

The Company has no significant source of operating cash flow and no revenues from operations. The Company has not yet determined whether its mineral properties contain mineral reserves that are economically recoverable. The Company has limited financial resources. Substantial expenditures are required to be made by the Company to establish reserves.

There is no guarantee that the Company will be able to contribute or obtain all necessary resources and funds for the exploration and exploitation of its permits, and may fail to meet its exploration commitments.

Mineral exploration involves a high degree of risk and few properties, that are explored, are ultimately developed into producing mines.

Exploration of mineral properties may not result in any discoveries of commercial bodies of mineralization. If the Company’s efforts do not result in any discovery of commercial mineralization, the Company will be forced to look for other exploration projects or cease operations.

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters.

Financial and disclosure controls and procedures

During the year ended September 30, 2020, there has not been any significant change in the Company’s internal control over financial reporting since last year.

The Chief Executive Officer and Chief Financial Officer of the Company are responsible for establishing and maintaining appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete, reliable and timely. They are also responsible for establishing adequate internal controls over financial reporting to provide sufficient knowledge to support the representations made in this MD&A and the Company’s unaudited condensed interim financial statements for the year ended September 30, 2020 (together the “Annual Filings”).

The Chief Executive Officer and Chief Financial Officer of the Company have filed the Venture Issuer Basic Certificate with the Interim Filings on SEDAR at www.sedar.com.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the venture issuer basic certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency, and timeliness of interim and annual filings and other reports provided under securities legislation.

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.

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:

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

Subsequent Events (Continued)

• 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.

Other

Additional information relating to the Company’s operations and activities can be found by visiting the Company’s website at www.bardventures.com and www.sedar.com.

Trends

Trends in the industry can materially affect how well any junior exploration company is performing. The price of precious metals remains relatively high and the Company is advancing its properties as quickly as possible while still remaining prudent when considering large cost items such as drilling and geophysics.

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

Outlook

The outlook for precious metals and the prospect for financing the Company in the future is good, and this should enable the Company to continue as a viable entity. Any acquired property will require significant investment as it will need to be explored and later transitioned into the development stage. Although capital markets are currently depressed, especially for junior mining companies - which has impacted the Company’s ability to raise capital, the market is showing signs of recovery due to the recent increase in the prices of precious metals.

Cautionary Statement

This document contains “forward-looking statements” within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration plans and our other future plans and objectives are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include, without limitation, (i) estimates of exploration investment and scope of exploration programs, and (ii) estimates of stock-based compensation expense. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statement. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company’s documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date of statements are made, and the Company endeavours to update corporate information and material facts on a timely basis. Forward-looking statements are subject to risks, uncertainties and other factors, including risks associated with mineral exploration, price volatility in the mineral commodities we seek, and operational and political risks.

www.stjamesgold.com

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