Japan Gold Announces US$1 Million Private Placement
Japan Gold Announces US$1 Million Private
Placement
Vancouver, British Columbia--(Newsfile Corp. - August 7, 2025) -
Japan Gold Corp. (TSXV: JG)
(OTCQB: JGLDF)
("
Japan Gold
" or the "
Company
") is pleased to announce a non-brokered private
placement financing of 17,182,500 common shares of the Company (the "
Shares
") at a price of C$0.08
per Share for gross proceeds of US$1,000,000 (C$1,374,600) (the "
Offering
") to Equinox Partners
Investment Management LLC ("
Equinox
"), a strategic investor and major shareholder of the Company.
The net proceeds from the Offering will be used for general and administrative expenses for the
Company and its Japan-based subsidiary. It is expected that the Offering will close on or about August
15, 2025 (the "
Closing Date
"), subject to the regulatory approval from the TSX Venture Exchange. The
Shares will be subject to a hold period of four months and one day in accordance with applicable
securities laws.
Following the Closing Date, Equinox will hold 90,133,518 shares, representing approximately 30.45% 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
being offered 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, the closing of the Offering and the timing thereof, regulatory approval; and Equinox's
anticipated holdings following closing 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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