18:51:29 EDT Fri 10 Apr 2026
Enter Symbol
or Name
USA
CA



Japan Gold Corp
Symbol JG
Shares Issued 305,249,217
Close 2026-04-09 C$ 0.11
Market Cap C$ 33,577,414
Recent Sedar+ Documents

Japan Gold arranges $1M (U.S.) debenture financing

2026-04-10 15:38 ET - News Release

Mr. John Proust reports

JAPAN GOLD ANNOUNCES US$1 MILLION CONVERTIBLE DEBENTURE FINANCING

Japan Gold Corp. has arranged a non-brokered private placement of unsecured convertible debentures for gross proceeds of $1-million (U.S.) ($1,390,700 (Canadian)) with Equinox Partners Investment Management LLC, a strategic investor and major shareholder of the company.

The debenture will mature on the date that is three years from the date of issuance. The debenture will bear interest at a rate of 10 per cent per annum (non-compounded), accruing daily but payable, in cash, only at the maturity date, on the occurrence of an event of default or upon an early redemption. The company will have the right, at its option, to make an early redemption in cash of all or any part of the principal amount together with payment of any accrued but unpaid interest. In addition, the company will have the right, at its election, to satisfy its obligation to pay cash to the debentureholder through the delivery of common shares of the company in lieu of cash, at a price per share which equals the greater of: (i) the most recent market price of the shares on the TSX Venture Exchange on the date that the accrued interest becomes payable; (ii) 11 cents; and (iii) a price per security or conversion price of debt securities in a future financing event. A future financing event will be considered the most recent issuance and sale of securities by the company in which the company issues or sells any common shares (or units consisting of common shares and warrants) or in which the company issues or sells any convertible debt security issued by the company by way of a private placement during the 12-month period immediately following the closing date of the offering, provided that such future financing event results in gross offering proceeds of not less than $2-million.

The net proceeds from the offering will be used for general working capital purposes. The debenture and any securities issuable upon conversion will be subject to a statutory hold period of four months from the date of issuance of the debenture. The offering and conversion of the debenture into shares are subject to final approval by the TSX-V.

As of the closing date, Equinox holds 90,133,518 shares, representing approximately 29.34 per cent 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. 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 does not exceed 25 per cent of the company's market capitalization, as calculated in accordance with MI 61-101.

About Japan Gold Corp.

Japan Gold 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 underexplored countries in the world. The Japan Gold leadership and operational team of geologists, drillers and technical advisers have extensive experience exploring and operating in Japan and have a record of discoveries around the world.

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