Vancouver, British Columbia--(Newsfile Corp. - August 7, 2025) -Japan Gold Corp. (TSXV: JG) (OTCQB: JGLDF) ("Japan Gold" or the "Company") is pleased to announce a non-brokered private placement financing of 17,182,500 common shares of the Company (the "Shares") at a price of C$0.08 per Share for gross proceeds of US$1,000,000 (C$1,374,600) (the "Offering") to Equinox Partners Investment Management LLC ("Equinox"), a strategic investor and major shareholder of the Company.
The net proceeds from the Offering will be used for general and administrative expenses for the Company and its Japan-based subsidiary. It is expected that the Offering will close on or about August 15, 2025 (the "Closing Date"), subject to the regulatory approval from the TSX Venture Exchange. The Shares will be subject to a hold period of four months and one day in accordance with applicable securities laws.
Following the Closing Date, Equinox will hold 90,133,518 shares, representing approximately 30.45% of the then issued and outstanding common shares of the Company. Equinox is subject to the alternative monthly reporting scheme under Part 4 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, and a report of Equinox under that instrument will be made available on the Company's SEDAR+ profile in due course.
Equinox is considered a "related party" of the Company, and Equinox's subscription under the Offering will constitute a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements under section 5.5(a) and section 5.7(1)(a) of MI 61-101, as the fair market value of the securities issued to the related party do not exceed 25% of the Company's market capitalization, as calculated in accordance with MI 61-101.
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.
About Japan Gold Corp.
Japan Gold Corp. is a Canadian mineral company focused on the exploration and discovery of high-grade epithermal gold deposits across the main islands of Japan. The Company holds a significant portfolio of tenements covering areas with known gold occurrences, history of mining and prospective for high-grade epithermal gold mineralization in one of the most stable and under explored countries in the world. The Japan Gold leadership and operational team of geologists, drillers and technical advisors have extensive experience exploring and operating in Japan and have a track record of discoveries world-wide. Japan Gold has an alliance with Barrick Mining Corporation to jointly explore, develop and mine certain gold mineral properties and mining projects with the potential to host Tier 1 or Tier 2 gold ore bodies in Japan. Significant shareholders include Equinox Partners Investment Management LLC and Newmont Corporation.
On behalf of the Board of Japan Gold Corp.
John Proust
Chairman & CEO
For further information, please contact:
Alexia Helgason
Vice President, Corporate Communications
Phone: +1(604) 417-1265
Email: ahelgason@japangold.com
Cautionary Note
Forward-Looking Information
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 expected or anticipated future events, including, but not limited to, statements regarding: the expected use of the proceeds of the Offering, the closing of the Offering and the timing thereof, regulatory approval; and Equinox's anticipated holdings following closing of the Offering. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: Japan Gold's ability to receive sufficient financing on acceptable terms or at all for its exploration and mining activities; the future price of metals; and the stability of the financial and capital markets. These statements are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, including, but not limited to, those discussed and identified in public filings made by Japan Gold with the applicable Canadian securities regulatory authorities and the following: the timing and granting of prospecting rights; Japan Golds's ability to convert prospecting rights into digging rights within the timeframe prescribed by the Mining Act (Japan); general economic, market and business conditions; competition for qualified staff; the regulatory process and actions; technical issues; new legislation; potential delays or changes in plans; working in a new political jurisdiction; results of exploration; Japan Gold's ability to execute and implement future plans, arrange or conclude a joint venture or partnership; and the occurrence of unexpected events. 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. Japan Gold 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 laws.
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SOURCE: Japan Gold Corp.
