Japan Gold Corp. (TSXV: JG) (OTCQB: JGLDF) (the "Company" of "Japan Gold") is pleased to announce that it has closed an upsized C$17 million non-brokered private placement (the "Private Placement") of 48,571,429 shares of the Company (the "Shares") at a price of C$0.35 per Share. The Private Placement was significantly over-subscribed. The net proceeds of the Private Placement will be used for drill programs, drill targeting and advanced exploration at the Company's two wholly-owned projects, Ikutahara and Ohra-Takamine, and for general working capital purposes. The Company would like to recognize CIBC, Hannam & Partners and Red Cloud Securities for their support in completing the financing.
John Proust, the Company's Chairman and CEO commented "With the closing of this financing, Japan Gold is well-capitalized to initiate new drill programs on its wholly owned Ikutahara Project in Hokkaido and Ohra-Takamine Project in southern Kyushu. I would like to thank investors for their overwhelming support. The high demand for this private placement is a testament to the quality of the assets and partnerships we have assembled, and the concurrent advancement of the country wide evaluation of 29 projects under the Barrick Alliance. We look forward to what we believe will be an exciting year ahead for our Company."
The Company paid a total of $1,010,688 in cash and issued a total of 2,887,679 compensation warrants in connection with the Private Placement. The compensation warrants are exercisable at C$0.35 per common share for a period of 12 months from the date of closing. The Shares and compensation warrants will be subject to a hold period of four months in accordance with applicable securities laws, which expires on November 9, 2021.
In connection with the closing of the Private Placement, the Company issued Shares to one insider of the Company. 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 Shares to the related party. 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 that the fair market value of the insider participation is not more than 25% 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.
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.
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 31 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 represents decades of resource industry and business experience, and the Company has a team which includes 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@example.com
Japan Gold Contacts:
Chairman & CEO
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.
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