Southern Arc Agrees to Loan $1 Million to Japan Gold
NEWS RELEASE
Southern Arc Agrees to Loan $1 Million to Japan Gold
Vancouver, British Columbia, March 9, 2020 – Southern Arc Minerals Inc. (TSXV:SA) (“Southern
Arc”) and Japan Gold Corp. (TSX -V:JG)(OTCQB:JGLDF) (“Japan Gold”) are pleased to announce
that Southern Arc has agreed to the terms of an unsecured loan to Japan Gold in the principal amount of
C$1 million (the “ Loan”). The Loan is for a 6 month term ending on September 9, 2020. The proceeds
from the Loan will be used by Japan Gold for working capital and general corporate purposes.
In consideration for the Loan, Southern Arc will receive from Japan Gold a cash fee of 5% of the amount
of the Loan and 500,000 non-transferable share purchase warrants. Each warrant will entitle Southern Arc
to purchase one common share of Japan Gold at $0.40 per share until March 9, 2021. Any shares issued on
exercise of the Warrants are subject to a four month hold period expiring on July 10, 2020.
Southern Arc currently owns 25.87% of Japan Gold’s issued and outstanding common shares. The Loan is
considered a “related party transaction” for both companies pursuant to Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Southern Arc and Japan
Gold are each relying on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation
requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval
requirement, as the fair marke t value of the transaction does not exceed 25% of either company’s market
capitalization. Southern Arc and Japan Gold have four directors in common. The terms and conditions of
the Loan have been reviewed and approved by the independent directors of each of Southern Arc and Japan
Gold.
On behalf of the Board of Southern Arc Minerals Inc. and Japan Gold Corp.
"John Proust"
Chairman & CEO
About Southern Arc
Southern Arc is a Canadian company focused on enhancing shareholder value through strategic investments
in mineral resource companies with a focus on gold and copper -gold. Southern Arc's management team
identifies highly prospective assets in politically safe jurisdictions and seeks to unlock their value by
providing strategic investments, proven technical skills, global knowledge, and increased access to industry
relationships. More information is available at www.southernarcminerals.com or by email at
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. Japan Gold has a country-wide alliance with
Barrick Gold Corporation to jointly explore, develop and mine certain gold mineral properties and mining
projects. Japan Gold 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
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leadership team represent decades of resource industry and business experience, and Japan Gold has
recruited geologists, drillers and technical advisors with experience exploring and operating in Japan. More
information is available at www.japangold.com or by email at [email protected].
For further information please contact:
John Proust
Chairman & CEO of Southern Arc Minerals Inc.
Chairman & CEO of Japan Gold Corp.
Phone: 1-778-725-1491
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.
Certain information contained herein constitutes “forward- looking information” under Canadian securities
legislation. Forward-looking information includes, but is not limited to, statements with respect to the use of proceeds
and issuance of securities . Generally, forward-looking information can be identified by the use of forward- looking
terminology such as “will be” or variations of such words and phrases or statements that certain actions, events or
results “will” occur. Forward -looking statements are based on the opinions and estimates of management as of the
date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that
may cause the actual results to be materially different from those expressed or implied by such forward- looking
statements or forward -looking information, including: the receipt of all necessary regulatory approvals, capital
expenditures and other costs, and financing and additional capital requirements. Although management of Southern
Arc and Japan Gold have attempted to identify important factors that could cause actual results to differ materially
from those contained in forward- looking statements or forward-looking information, there may be other factors that
cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will
prove t o be accurate, as actual results and future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking
information. Southern Arc and Japan Gold will not update any forward- looking statements or forward- looking
information that are incorporated by reference herein, except as required by applicable securities laws.