Japan Gold closes oversubscribed $7.14 million Non-Brokered Private Placement
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 closes oversubscribed $7.14 million Non-Brokered Private Placement
Not for distribution to United States Newswire Services or for dissemination in the United States
Vancouver, British Columbia, August 22, 2019 – Japan Gold Corp. (the “Company”) (TSXV:JG)
(OTCQB: JGLDF) is pleased to report that it has closed the previously announced non-brokered private
placement which was increased from $5.0 million to $7.14 million (the “Private Placement”) due to
substantial investor interest. The Company issued a total of 26,448,763 units of the Company (“Units”)
at a price of $0. 27. As part of the placement, RCF Opportunities Fund L.P. subscribed for 2,328,500
Units, maintaining its ownership interest in the Company, Donald Smith Value Fund, L.P. subscribed
for 9,562,037 Units and Libra Advisors LLC subscribed for 4,850,000 Units.
Each Unit consist ed of one common share (“Common Share”) of the Company and one -half of a
transferable common share purchase warrant (“Warrant”). Each whole Warrant entitles the holder to
purchase one common share in the capital of the Company at a price of $0.42 per common share for a
period of 24 months from closing. The Company may require holders to exercise Warrants if the closing
price of the C ommon Shares is equal to or greater than $0.84 for a period of 10 consecutive trading
days.
John Proust, Chairman & CEO of Japan Gold, commented: "We are very pleased by the demand for the
financing, and are especially delighted to welcome such prominent funds as Donald Smith Value Fund,
L.P. and Libra Advisors LLC, in addition to the continuing confidence and support demonstrated by
RCF Opportunities Fund L.P. in maintaining their pro rata share in the Company. The recent addition
of key applications in Hokkaido and Kyushu cements Japan Gold’s foothold in the most prospective
epithermal gold regions in Japan hosting known historic workings. The financing is another significant
milestone for the Company as it continues to advance its prospects in Japan and create real shareholder
value.”
Proceeds of the Private Placement will be used primarily for the Company’s exploration activities and
for general working capital purposes. The Units issued pursuant to the Offering are subject to a statutory
hold period of four months and one day in accordance with applicable securities laws.
Southern Arc Minerals Inc. (“Southern Arc”) purchased 1,648,200 Units under the Private Placement
and, in accordance with the provisions of Section 2.8 of National Instrument 45- 102, concurrently
effected a private sale (the “Trade”) of the same number of freely tradeable s hares to two institutional
investors. There is no change in the total number of common shares held by Southern Arc . Southern
Arc has retained the Warrants that it purchased in connection with the Private Placement.
The Private Placement with Southern Arc is a “related party transaction” within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI
61-101”). The Private Placement was exempt from the requirement to prepare a formal valuation or
seek minority shareholder approval pursuant to sections 5.5 (c) and 5.7 (b) MI 61-101.
Red Cloud Klondike Strike Inc. (“Red Cloud KS”) acted as a finder together with several other
Canadian institutional and retail entities. The Company paid the finders a cash commission equal to
6.0% of the gross proceeds of the Private Placement and warrants to purchase a number of Common
Shares equal to 6.0% of the number of Common Shares issued under the Private Placement. The finders’
warrants are exercisable at $0.27 per Common Share for a period of 12 months from closing. The
Company is entering into an Advisory Agreement (the “Agreement”) pursuant to which Red Cloud KS
will provide capital markets advisory services to the Company in consideration for a monthly fee of
$10,000. The Agreement has a minimum term of twelve months and may be terminated at any time
thereafter by giving 30 days' prior written notice. Red Cloud is an exempt market dealer focused on
providing unique and innovative financing alternatives, growth opportunities, and market exposure for
select mining companies.
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 occurr ences, 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 experi ence 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
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.
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 Private P lacement. 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 from 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. T he 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.