Japan Gold increases previously announced Non-Brokered Private Placement to up to C$6,500,000
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 increases previously announced Non-Brokered Private Placement
to up to C$6,500,000
Not for distribution to United States Newswire Services or for dissemination in the United States
Vancouver, British Columbia, August 6, 2019 – Japan Gold Corp. (the “Company”) (TSXV:JG)
(OTCQB: JGLDF) is pleased to announce that due to increased interest, the Company has increased the
size of its previously announced non- brokered private placement from C $5,000,000 to up to
C$6,500,000 (the “Private Placement”). The Company now plans to issue up to 24,074,074 units
(“Units”) at a price of $0.27 per Unit. In addition, the Company has an over -allotment option to sell
additional Units representing 15% of the Private Placement at the offering price.
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 C$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 C $0.84 for a period of 10 consecutive trading days. Proceeds of the P rivate
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. is acting as a Canadian finder in connection with the placement. 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 Common Shares equal to 6.0% of the number of
Common Shares issued under the Private Placement. The finder’s warrants will be exercisable at C$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 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.
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
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 f rom 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 o f 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.