05:29:30 EDT Sat 20 Apr 2024
Enter Symbol
or Name
USA
CA



Japan Gold Corp
Symbol JG
Shares Issued 113,651,076
Close 2019-08-22 C$ 0.31
Market Cap C$ 35,231,834
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Japan Gold closes $7.14-million private placement

2019-08-22 09:14 ET - News Release

Mr. John Proust reports

JAPAN GOLD CLOSES OVERSUBSCRIBED $7.14 MILLION NON-BROKERED PRIVATE PLACEMENT

Japan Gold Corp. has closed its previously announced non-brokered private placement, which was increased from $5-million to $7.14-million due to substantial investor interest. The company issued a total of 26,448,763 units of the company at a price of 27 cents. As part of the placement, RCF Opportunities Fund LP subscribed for 2,328,500 units, maintaining its ownership interest in the company, Donald Smith Value Fund LP subscribed for 9,562,037 units and Libra Advisors LLC subscribed for 4.85 million units.

Each unit consisted of one common share of the company and one-half of one transferable common share purchase warrant. Each whole warrant entitles the holder to purchase one common share in the capital of the company at a price of 42 cents 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 common shares is equal to or greater than 84 cents for a period of 10 consecutive trading days.

John Proust, chairman and chief executive officer 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 LP and Libra Advisors LLC, in addition to the continuing confidence and support demonstrated by RCF Opportunities Fund LP 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. 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 of the same number of freely tradeable shares 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. 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) of MI 61-101.

Red Cloud Klondike Strike Inc. 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 per cent of the gross proceeds of the private placement and warrants to purchase a number of common shares equal to 6.0 per cent of the number of common shares issued under the private placement. The finders' warrants are exercisable at 27 cents per common share for a period of 12 months from closing. The company is entering into an advisory agreement, pursuant to which Red Cloud Klondike Strike will provide capital market advisory services to the company in consideration for a monthly fee of $10,000. The agreement has a minimum term of 12 months and may be terminated at any time thereafter by giving 30 days of 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.

About Japan Gold Corp.

Japan Gold is a Canadian mineral exploration company focused solely on gold and copper-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 occurrences, 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 advisers with experience exploring and operating in Japan.

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