Japan Gold Closes C$5 Million Second Tranche of Over-Subscribed Private Placement
TSX-V: JG
OTCQB: JGLDF
NEWS RELEASE
Japan Gold Closes C$5 Million Second Tranche of Over-Subscribed Private Placement
Not for distribution to United States Newswire Services or for dissemination in the United States
Vancouver, British Columbia, June 1, 2020 – Japan Gold Corp. (the “Company” of “Japan Gold”)
(TSXV:JG) (OTCQB:JGLDF) is pleased to announce that it has closed a C$5 million second and final
tranche of its previously announced non -brokered private placement (the “ Private Placement”). The
Private Placement was significantly over-subscribed and the net proceeds of the Private Placement will
be used primarily for the Company’s exploration activities and for general working capital.
John Proust, the Company’s Chairman and CEO commented “I would like to thank investors for their
overwhelming support in this oversubscribed offering. This financing will give Japan Gold the ability
to initiate new drill programs on its wholly owned Ikutahara Project in Hokkaido and Ohra -Takamine
Project in southern Kyushu concurrently with the country wide evaluation of 28 projects already being
carried out under the Barrick Alliance. The high demand for this private placement is a testament to the
quality of assets and partnerships we have assembled and we look forward to keeping shareholders
updated as we progress on this exceptional land package”
Under the second tranche of the Private Placement, the Company issued 20,000,000 units of the
Company (the “Units”) at a price of C$0.25 per Unit for gross proceeds of C$5 million. Together with
the first tranche closing announced on May 11, 2020, the Company has now raised a total of
C$7,569,500 under this over -subscribed Private Placement. Southern Arc Minerals Inc. (“ Southern
Arc”) participated and supported the Private Placement by subscribing for 3,520,000 Units in the
second tranche. Southern Arc also settled $1 million of debt under a previously announced loan
agreement concurrently with the closing of the first tranche of the Private Placement. The debt was settled
by the issuance of 4,000,000 Units to Southern Arc in accordance with Policy 4.3 of the TSX Venture
Exchange policies. The Units issued pursuant the Debt Sett lement have the same terms as the Private
Placement Units.
Each Unit consists of one common share of the Company (each, a “Common Share”) and one-half of
one transferable common share purchase warrant (each whole warrant, a “Warrant ”). Each Warrant
will entitle the holder to purchase one Common Share at a price of C$0.40 per Common Share for a
period of 24 months from the date of closing. The Warrants contain a forced exercise provision if the
closing price of the Common Shares on the TSX Venture Exchange is equal to or greater than C$0.80
for a period of 10 consecutive trading days. The Common Shares will be subject to a hold period of
four months and one day in accordance with applicable securities laws.
The Company has agreed to pay a finders fee in cash equal to 6.0% of the gross proceeds from the sale
of Units to third parties sourced by the finders as well as warrants to purchase that number of Common
Shares equal to 6.0% of the number of Units sold to third parties sourced by the finder. The finder’s
warrants will be exercisable at C$0.2 5 per Common Share for a period of 12 months from the date of
closing.
The Company has determined that exemptions from the various requirements of TSX Venture
Exchange Policy 5.9 and Multilateral Instrument 61 -101 Protection of Minority Security Holders in
Special Transactions (“MI 61-101”) are available for the issuance of the Units to Southern Arc, as an
insider of the Company. The Company is relying on the exemptions from the formal valuation and
minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis
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that the fair market value of the transaction does not exceed 25 per cent of the Company's market
capitalization. The Company will file a material change report in relation to the foregoing “related party
transaction”, on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) under
the Company’s profile at www.sedar.com. The Company did not file the material change report more
than 21 days prior to the closing of the transaction due to the timing of the announcement and closing
occurring in less than 21 days. The board of directors of the Company authorized the second tranche of
the Private Placement . John G. Proust, Michael J. Andrews, Robert J. Gallagher, and John Carlile, all
directors of Southern Arc, each declared their interest and abstained from consenting to the resolutions
approving the issuance of the Units issued to Southern Arc.
Increasing Japan Gold’s profile
The Company is pleased to announce that it has entered into the following agreements in order to increase
its profile in the public markets.
Japan Gold has agreed to the terms of a media services contract (the “Market One Contract”) with Market
One Media Group Inc. (“Market One”) pursuant to which Market One will create marketing programs
including e-mail distribution, mass media distribution, online advertising, social media exposure and
newsletter coverage for the Company. Japan Gold will pay Market One $148,000 for these services and
the Market One Contract will have a term of 12 months. Market One provides social media management,
on camera interviews for broadcast on BNN Bloomberg, editorial content, and online video services to its
extensive roster of publicly listed companies.
The Company has entered into an agreement (the “Proactive Agreement”) with Proactive Investors LLC
(“Proactive”) pursuant to which Proactive will provide written and video interview coverage of the
Company through the Proactive network. The agreement has an annual cost of C$16,000. Proactive
Investors is a financial news and events organization with bureaus in North America, the United Kingdom
and Australia. Across all business lines, its worldwide client base numbers approximately 800 companies.
Proactive currently owns 64,000 units of the Company.
The Company has entered into an advertising agreement (the “INN Agreement”) with Dig Media Inc.
doing business as Investing News Network (“ INN”) pursuant to which INN will prepare a profile
describing the Company including publicly available corporate information, maps, videos, images, news
feed and stock charts. That profile will be displayed on INN’s web site. Links to the profile will be posted
on social media channels. The Company will pay INN $40,000 for INN’s services and the INN Agreement
will have a term of 12 months. Dig Media Inc. owns 80,000 shares and 40,000 warrants of the Company.
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 has a
countrywide alliance with Barrick Gold Corporation to jointly explore, develop and mine certain gold
mineral properties and mining projects. The Company holds a portfolio of 30 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 represent decades of resource industry and business
experience, and the Company has recruited geologists, drillers and technical advisors with experience
exploring and operating in Japan. More information is available at www.japangold.com or by e mail at
Japan Gold Contacts
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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 the use of proceeds. . 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. The actual use of proceeds 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.