Japan Gold Announces Results from Annual General and Special Meeting
TSX-V: JG
Japan Gold Corp.
Suite 650 – 669 Howe Street, Vancouver, BC V6C 0B4 Canada
Phone: +1 778-725-1491
www.japangold.com
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
NEWS RELEASE
Japan Gold Announces Results from Annual General and Special Meeting
July 17, 2017– Vancouver, BC - Japan Gold Corp. (TSX-V: JG) (OTCQB: JGLDF) (“Japan Gold” or the
“Company”) announces all resolutions were passed by the requisite majority at its annual general and special
meeting of shareholders (the “Meeting”) held on July 14, 2017, in Vancouver, British Columbia.
Each of the nominees for election as directors listed in the Company's management information circular dated
June 12, 2017, were elected as directors of the Company for the ensuing year by a majority of the votes cast by
shareholders present or represented by proxy at the Meeting. The directors are John Proust, Michael Andrews,
John Carlile, Robert Gallagher, Mitsuhiko Yamada, Sally Eyre and David Farrell.
In addition, at the Meeting all resolutions put to a vote were passed, including the resolutions to approve: the re -
appointment of Ernst & Young LLP as the auditor of the Company for the ensuing year ; the Company's stock
option plan; and the Company’s private placement (the “ Private Placement”) with Southern Arc Minerals Inc.
(“Southern Arc”) for gross proceeds of $5 million.
The Private Placement will consist of 12,500,000 units at a price of $0.40 per unit. Each unit will consist of one
common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to
acquire one additional common share of the Company at a price of $0.40 per share for a period of 5 years. Southern
Arc, a related party of the Company, is proposed to be the sole subscriber in the Private Placement. On closing of
the Private Placement, Southern Arc will own 53.08% of Japan Gold’s issued and outstanding common shares.
Of the votes cast at the Meeting, approximately 99.98% of the Company’s shareholders voted in favour of the
resolution approving the Private Placement.
In accordance with the policies of the TSX Venture Exchange (“ TSXV”) and Multilateral Instrument 61 -101 -
Protection of Minority Security Holders in Special Transactions (MI 61 -101), Southern Arc and Japan Gold
obtained minority shareholder approval to the terms of the Private Placement in respective shareholder meetings
held on July 14, 2017.
The closing of the Private Placement is subject to Southern Arc and Japan Gold obtaining regulatory approvals,
including the approval of the TSXV. The units (and securities underlying the units) to be issued under the Private
Placement will be subject to a four -month hold period from the date of closing in accordance with applicable
securities legislation.
Details of the Private Placement are set out in the press release dated June 5, 2017 and the Company's Information
Circular, dated June 12, 2017, filed on SEDAR.
- 2 -
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 and copper-gold exploration
in Japan. The Company has applied for 173 prospecting rights licenses in Japan for a combined area of 57,33 7
hectares over eleven separate projects. Thirty -two of the applications have been granted as Prospecting Rights.
The applications cover areas with known gold occurrences and a history of mining, and are prospective for both
high-grade epithermal gold mine ralization and gold -bearing lithocaps, which could indicate the presence of
porphyry 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].
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 statements relating to expected or anticipated future events and
anticipated results that are forward -looking in nature and, as a result, are subject to certain risks and
uncertainties, suc h as general economic, market and business conditions, competition for qualified staff, the
regulatory process and actions, technical issues, new legislation, uncertainties resulting from potential delays or
changes in plans, uncertainties resulting from working in a new political jurisdiction, uncertainties regarding the
results of exploration, uncertainties regarding the timing and granting of prospecting rights, uncertainties
regarding the Company’s ability to execute and implement future plans, and the occurrence of unexpected events.
Actual results achieved may vary from the information provided herein as a result of numerous known and
unknown risks and uncertainties and other factors.