Mr. John Proust reports
JAPAN GOLD ANNOUNCES CLOSING OF UPSIZED PRIVATE PLACEMENT
Japan Gold Corp. has closed an oversubscribed non-brokered private placement financing for gross proceeds of $2,067,600 (see news releases dated Aug. 7 and Aug. 14, 2025).
Pursuant to the offering, the company issued a total of 25,845,000 common shares of the company at a price of eight cents per share for gross proceeds of $2,067,600, including 17,182,500 shares ($1,374,600) sold to Equinox Partners Investment Management LLC, a strategic investor and major shareholder of the company.
John Proust, chairman and chief executive officer of the company, added: "We are pleased to announce the successful closing of this offering, with proceeds supporting our ongoing initiatives in Japan, a jurisdiction recognized for its robust geological potential, low geopolitical risk and stable mining regulatory framework. With historical record-high gold prices, the upsized offering reflects strong investor support to accelerate our work programs in Japan's resource-rich regions."
The net proceeds from the offering will be used for general and administrative expenses for the company and its Japan-based subsidiary and for marketing and advertising. In connection with the offering, the company issued a total of 150,000 shares in finders' fees to an arm's-length finder.
The shares will be subject to a hold period of four months and one day, expiring on Dec. 23, 2025, in accordance with applicable securities laws.
As of the closing date, Equinox holds an aggregate of 90,133,518 shares, representing approximately 30 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, a history of mining and prospectivity 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 worldwide. Japan Gold has an alliance with Barrick Mining Corp. to jointly explore, develop and mine certain gold mineral properties and mining projects with the potential to host Tier 1 or Tier 2 gold orebodies in Japan. Significant shareholders include Equinox Partners Investment Management and Newmont Corp.
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