Japan Gold Announces Closing of Upsized Private Placement
Japan Gold Announces Closing of Upsized
Private Placement
Vancouver, British Columbia--(Newsfile Corp. - August 25, 2025) -
Japan Gold Corp. (TSXV: JG)
(OTCQB: JGLDF)
("
Japan Gold
" or the "
Company
") is pleased to announce the closing of an
oversubscribed non-brokered private placement financing (the "
Offering
") for gross proceeds of
C$2,067,600 (see news releases dated August 7, and August 14, 2025).
Pursuant to the Offering, the Company issued a total of 25,845,000 common shares of the Company (the
"
Shares
") at a price of C$0.08 per Share for gross proceeds of C$2,067,600, including 17,182,500
Shares (C$1,374,600) sold to Equinox Partners Investment Management LLC ("
Equinox
"), a strategic
investor and major shareholder of the Company.
Mr. John Proust, Chairman and CEO of the Company, added,
"We are pleased to announce the
successful closing of this Offering, with proceeds supporting our ongoing initiatives in Japan, a
jurisdiction recognized for its robust geological potential, low geopolitical risk, and stable mining
regulatory framework. With historical record high gold prices, the upsized Offering reflects strong
investor support to accelerate our work programs in Japan's resource-rich regions."
The net proceeds from the Offering will be used for general and administrative expenses for the
Company and its Japan-based subsidiary and for marketing and advertising. In connection with the
Offering, the Company issued a total of 150,000 Shares in finder's fees to an arm's-length finder.
The Shares will be subject to a hold period of four months and one day, expiring on December 23, 2025,
in accordance with applicable securities laws.
As of the Closing Date, Equinox holds an aggregate of 90,133,518 shares, representing approximately
30% of the then issued and outstanding common shares of the Company. Equinox is subject to the
alternative monthly reporting scheme under Part 4 of National Instrument 62-103
The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues
, and a report of Equinox under that
instrument will be made available on the Company's SEDAR+ profile in due course.
Equinox is considered a "related party" of the Company, and Equinox's subscription under the Offering
will constitute a "related party transaction" under Multilateral Instrument 61-101
Protection of Minority
Security Holders in Special Transactions
("
MI 61-101
"). The Company intends to rely on the
exemptions from the formal valuation and minority shareholder approval requirements under section
5.5(a) and section 5.7(1)(a) of MI 61-101, as the fair market value of the securities issued to the related
party do not exceed 25% of the Company's market capitalization, as calculated in accordance with MI
61-101.
This news release does not constitute an offer of securities for sale in the United States. The securities
have not been, nor will they be, registered under the United States Securities Act of 1933, as amended,
and such securities may not be offered or sold within the United States absent United States registration
or an applicable exemption from United States registration requirements.
About Japan Gold Corp.
Japan Gold Corp. is a Canadian mineral company focused on the exploration and discovery of high-
grade epithermal gold deposits across the main islands of Japan. The Company holds a significant
portfolio of tenements covering areas with known gold occurrences, history of mining and prospective for
high-grade epithermal gold mineralization in one of the most stable and under explored countries in the
world. The Japan Gold leadership and operational team of geologists, drillers and technical advisors
have extensive experience exploring and operating in Japan and have a track record of discoveries
world-wide. Japan Gold has an alliance with Barrick Mining Corporation to jointly explore, develop and
mine certain gold mineral properties and mining projects with the potential to host Tier 1 or Tier 2 gold
ore bodies in Japan. Significant shareholders include Equinox Partners Investment Management LLC
and Newmont Corporation.
On behalf of the Board of Japan Gold Corp
.
John Proust
Chairman & CEO
For further information, please contact:
Alexia Helgason
Vice President, Corporate Communications
Phone: +1(604) 417-1265
Email:
Cautionary Note
Forward-Looking Information
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This news release contains forward-looking statements relating to expected or anticipated future
events, including, but not limited to, statements regarding the expected use of the proceeds of the
Offering. Forward-looking statements reflect material expectations and assumptions, including, without
limitation, expectations and assumptions relating to: Japan Gold's ability to receive sufficient
financing on acceptable terms or at all for its exploration and mining activities; the future price of
metals; and the stability of the financial and capital markets. These statements are forward-looking in
nature and, as a result, are subject to certain risks and uncertainties, including, but not limited to,
those discussed and identified in public filings made by Japan Gold with the applicable Canadian
securities regulatory authorities and the following: the timing and granting of prospecting rights; Japan
Golds's ability to convert prospecting rights into digging rights within the timeframe prescribed by the
Mining Act (Japan); general economic, market and business conditions; competition for qualified
staff; the regulatory process and actions; technical issues; new legislation; potential delays or changes
in plans; working in a new political jurisdiction; results of exploration; Japan Gold's ability to execute
and implement future plans, arrange or conclude a joint venture or partnership; and the occurrence of
unexpected events. Actual results achieved may differ from the information provided herein and,
consequently, readers are advised not to place undue reliance on forward-looking information. The
forward-looking information contained herein speaks only as of the date of this news release. Japan
Gold disclaims any intention or obligation to update or revise forward-looking information or to explain
any material difference between such and subsequent actual events, except as required by applicable
laws.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
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https://www.newsfilecorp.com/release/263700