Japan Gold Announces Non-Brokered Private Placement of up to C$5,000,000
TSX-V: JG
OTCQB: JGLDF
Suite 650 – 669 Howe Street, Vancouver, BC V6C 0B4 Canada
Phone: +1 778-725-1491
www.japangold.com
NEWS RELEASE
Japan Gold Announces Non-Brokered Private Placement of up to C$5,000,000
Not for distribution to United States Newswire Services or for dissemination in the United States
Vancouver, British Columbia , August 1, 2019 – Japan Gold Corp. (the "Company") (TSXV:JG)
(OTCQB: JGLDF) announces the terms of a non -brokered private placement ( the “Private
Placement”) for gross proceeds of up to C $5,000,000 through the issuance of up to 18,518,518 units
("Units") at a price of $0.27 per Unit. Each Unit will consist of one common share (“Common Share”)
of the Company and one -half of a transferable common share purchase warrant (“Warrant”). Each
whole Warrant will entitle the holder to purchase one common share of the Company at a price of
$0.42 per common share for a period of 24 months from the date of closing of the financing.
The Warrants will contain a forced exercise provision if the closing price of the C ommon Shares is
equal to or greater than $0. 84 for a period of 10 consecu tive trading days. Proceeds of the Private
Placement will be used primarily for the Company’s exploration activities and for general working
capital purposes. The closing of the Private Placement is subject to receipt of all necessary regulatory
approvals and to a hold period of four months and one day in accordance with applicable securities
laws.
Red Cloud Klondike Strike Inc. will act as a finder in connection with the placement (the “Finder”).
The Company has agreed to pay finders a cash commission equal to 6.0% of the gross proceeds of the
Private Placement and warrants to purchase a number of C ommon Shares equal to 6.0% of the
number of Common Shares issued under the Private Placement. The finder’s warrants will be
exercisable at $0.27 per Common Share for a period of 12 months from the date of closing.
This news release does not constitute an offer of securities for sale in the United States. The securities
being offered have not been, nor will they be, registered under the United States Sec urities 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.
On behalf of the Board of Japan Gold Corp.
"John Proust"
Chairman & CEO
About Japan Gold Corp.
Japan Gold Corp. is a Canadian mineral exploration company focused solely on gold exploration
across the three largest islands of Japan: Hokkaido, Honshu and Kyushu. The Company holds a
portfolio of 18 Gold Projects which cover areas with known gold occurrences, a history of mining and
are prospective for high -grade epithermal gold mineralization. Japan Gold's leadership team has
decades of resource industry and business experience, and the Company has recruited geologists and
technical advisors with experience exploring and operating in Japan. More information is available at
www.japangold.com or by email at [email protected].
2
Japan Gold Contacts
John Proust
Chairman & CEO
Phone: 778-725-1491
Email: [email protected]
Cautionary Note
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 st atements relating to the Private Placement . These
statements are forward -looking in nature and, as a result, are subject to certain risks and
uncertainties that include, but are not limited to, general economic, market and business conditions;
receipt and timing of regulatory approvals; new legislation; potential delays or changes in plans; and
the Company’s ability to execute and implement future plans . These forward -looking statements
include completion of the Private Placement and the use of proceeds fro m that financing. 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. The Company 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 law.