NEWS RELEASE
December 1, 2016 – Vancouver, BC – Japan Gold Corp. (TSX-V: JG) (“Japan Gold” or the “Company”) is pleased to announce that the Japanese Ministry of Energy, Trade and Industry (“METI”) has granted Japan Gold’s wholly owned subsidiary, Southern Arc Minerals Japan KK (“SAMJ”), prospecting rights (“PR”) over its nine contiguous applications covering the Eboshi project in northern Honshu. The location of this project, totalling 3,080 hectares, is shown in Figure 1.
The Eboshi project is centred over an area of intermediate volcanic rocks which show the development of extensive zones of advanced argillic alteration and occurrences of residual-vuggy silica. Such styles of alteration are characteristic of “Lithocaps”, large hydrothermal alteration systems interpreted as forming in the vicinity of magmatic intrusions which are often associated with porphyry-copper and high-sulphidation epithermal styles of mineralisation.
Along the northern part of the NE Japan Arc (northern Honshu and southwest Hokkaido) several areas of extensive lithocap development have been recognised by the Geological Survey of Japan. SAMJ has had PR applications accepted over four of the documented lithocaps at Eboshi, Minamikayabe, Kobui and Ponkutosan (Figure 1).
Although porphyry-copper type mineralisation has not yet been identified in Japan, due to the country’s position on the Pacific-rim and the recognition of lithocap styles of alteration, Japan Gold considers the Japanese volcanic arcs to be prospective for porphyry-copper deposits.
During the 2017 field season SAMJ plans to complete detailed geological and alteration mapping of the Eboshi lithocap as well as a high resolution aeromagnetic survey in order to establish drill targets to test for blind porphyry style mineralization beneath the Eboshi lithocap. It is anticipated that drilling proposals will be submitted to METI with the aim of drilling in the second half of 2017.
John Proust Chairman and CEO of Japan Gold commented, “We are very pleased to receive our first conversion of applications into Prospecting Rights. This demonstrates that Japan Gold can successfully navigate through the Japanese permitting process and bodes well for future PR awards authorizing advanced exploration and drill programs within all the Company’s other 8 project areas”.
On behalf of the Board of Japan Gold Corp.
“John Proust”
Chairman & CEO
About Japan Gold Corp.
Japan Gold Corp. is a Canadian mineral exploration company focused solely on gold and copper-gold exploration in Japan. The Company has applied for 126 prospecting rights licenses in northern Japan for a combined area of 38,422 hectares over nine separate projects. The applications cover areas with known gold occurrences and a history of mining, and are prospective for both high-grade epithermal gold mineralization and gold-bearing lithocaps, which could indicate the presence of porphyry mineralization. Japan Gold’s leadership team has decades of resource industry and business experience, and the Company has recruited geologists and technical advisors with experience exploring and operating in Japan. Low-impact surface exploration is underway, with the expectation of applying for drilling permits in early 2017. More information is available at www.japangold.com or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..
Japan Gold Contacts
John Proust
Chairman & CEO
Phone: 604-609-6143
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Cautionary Note
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 and anticipated results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, competition for qualified staff, the regulatory process and actions, technical issues, new legislation, uncertainties resulting from potential delays or changes in plans, uncertainties resulting from working in a new political jurisdiction, uncertainties regarding the results of exploration, uncertainties regarding the timing and granting of prospecting rights, uncertainties regarding the Company’s ability to execute and implement future plans, and the occurrence of unexpected events. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors.
The technical information in this news release has been reviewed by Japan Gold’s President & Chief Operating Officer, Dr. Mike Andrews, PhD, FAusIMM, who is a Qualified Person as defined by National Instrument 43-101.
Figure 1, Japan Gold Prospecting Rights Applications, Hokkaido and northern Honshu.
NEWS RELEASE
November 29, 2016 – Vancouver, BC – Japan Gold Corp. (TSX-V: JG) (“Japan Gold” or “the Company”) is pleased to announce that its wholly owned subsidiary, Southern Arc Minerals Japan KK (“SAMJ”), has made 35 contiguous Prospecting Right applications covering an area of approximately 11,269 hectares immediately adjacent to the historic Sanru gold mine in Northern Hokkaido.
The Company has received confirmation from Ministry of Economy, Trade and Industry (“METI”), Hokkaido Branch, that the applications have been accepted, thereby granting SAMJ priority over this area. SAMJ is now authorised to commence low impact exploration activities such as geological mapping, geochemical sampling and geophysical surveys on this area, pending completion of a multi-step process of government consultation and review prior to final granting of the Prospecting License. The location of these applications constituting the “Sanru Project” and SAMJ’s other applications in Hokkaido and northern Honshu are shown in Figure 1.
The Sanru mine, the second largest producer in North Hokkaido, produced 215,410 ounces of gold at an average grade of 7.4 g/t and over 1.4 moz silver between 1925 and 1974 (Watanbe, 1995) and is situated in the central part of the Omu-Kamikawa zone within the Kitami Metallogenic Province of northeast Hokkaido. This region is characterised by prospective Miocene-Pliocene age volcano-sedimentary rocks and older meta-sedimentary basement rocks hosting numerous epithermal mineral occurrences, historical gold mines and workings.
Japan Gold has selected the area to the northeast of the Sanru Mine because it is dominated by prospective rhyolitic host rocks. A northeast trending fault which controls mineralisation at Sanru extends into the application area. This Sanru structure and several other parallel structures are host to six gold occurrences documented on published geological maps (Japanese Geological Survey) within the area under application. The geology of the application areas is summarised in Figure 2.
A regional stream sediment program was carried out by the geological division of the Japanese Ministry of International Trade and Industry (“MITI”) in the late 1990’s and identified two anomalous drainages in the east and south of SAMJ’s Sanru Project area. No detailed follow-up mapping or drilling was undertaken on these anomalies.
John Proust, Chairman and CEO of Japan Gold commented “The Sanru Project area is Japan Gold’s ninth project in Northern Japan and represents a very substantial and significant addition to Japan Gold’s portfolio of high grade epithermal gold and potential porphyry exploration areas”.
On behalf of the Board of Japan Gold Corp.
“John Proust”
Chairman & CEO
About Japan Gold Corp.
Japan Gold Corp. is a Canadian mineral exploration company focused solely on gold and copper-gold exploration in Japan. The Company has applied for 126 prospecting rights licenses in northern Japan for a combined area of 38,422 hectares over nine separate projects. The applications cover areas with known gold occurrences and a history of mining, and are prospective for both high-grade epithermal gold mineralization and gold-bearing lithocaps, which could indicate the presence of porphyry mineralization. Japan Gold’s leadership team has decades of resource industry and business experience, and the Company has recruited geologists and technical advisors with experience exploring and operating in Japan. Low-impact surface exploration is underway, with the expectation of applying for drilling permits in early 2017. More information is available at www.japangold.com or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..
Japan Gold Contacts
John Proust
Chairman & CEO
Phone: 604-609-6143
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Cautionary Note
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 and anticipated results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, competition for qualified staff, the regulatory process and actions, technical issues, new legislation, uncertainties resulting from potential delays or changes in plans, uncertainties resulting from working in a new political jurisdiction, uncertainties regarding the results of exploration, uncertainties regarding the timing and granting of prospecting rights, uncertainties regarding the Company’s ability to execute and implement future plans, and the occurrence of unexpected events. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors.
The technical information in this news release has been reviewed by Japan Gold’s President & Chief Operating Officer, Dr. Mike Andrews, PhD, FAusIMM, who is a Qualified Person as defined by National Instrument 43-101.
References
Watanabe, 1995. Genesis of Vein-hosting Fractures in the Kitami Region, Hokkaido, Japan. Resource Geology, v46(3), pp 151-166, 1996.
Figure 1, Japan Gold Prospecting Rights Applications, Hokkaido and northern Honshu.
Figure 2, Japan Gold, Sanru Applications simplified geology.
NEWS RELEASE
September 23, 2016 – Vancouver, BC – Japan Gold Corp. (TSX-V: JG) (“Japan Gold” or “the Company”) is pleased to announce that the Company has been invited to speak at the Tokyo Mining Investment Seminar. The Embassy of Canada to Japan has organized a mining investment seminar on September 29, 2016 in Tokyo. The seminar will provide an opportunity for Japan Gold to meet with Japanese companies interested in investment or partnership, and to further solidify its relationships with Japanese government officials.
Early Warning Report
Further to the news release dated September 16, 2016 announcing Japan Gold’s acquisition of Southern Arc Minerals Japan KK for 25,000,000 shares (“Acquisition”) and the issuance of 17,500,000 common shares for the private placement financing of C$7,000,000 (“Private Placement”), and as a result of the dilution associated with these transactions, Mr. Frank Giustra and Mr. Brian Paes-Braga are no longer deemed to be insiders of the Company.
Fiore Financial Corporation, a company owned and controlled by Mr. Giustra, acquired 813,750 common shares pursuant to the Private Placement. Prior to the Private Placement and the Acquisition, Mr. Giustra owned indirectly, or had control and direction over, an aggregate of 2,980,555 common shares representing 24.40% of the outstanding shares of the Company. As a result of the acquisition of securities described above and the dilution related to the Private Placement and Acquisition, Mr. Giustra now owns or controls, directly and indirectly, 3,794,305 common shares of the Company representing 6.84% of Japan Gold’s current issued and outstanding common shares.
Mr. Paes-Braga acquired 100,000 common shares pursuant to the exercise of warrants of the Company and indirectly acquired 282,500 common shares pursuant to the Private Placement. Prior to the exercise of warrants, the Private Placement and the Acquisition, Mr. Paes-Braga owned, directly or indirectly, 1,700,000 common shares of the Company representing 13.92% of Japan Gold’s current issued and outstanding common shares, and would have owned 1,825,000 common shares representing 14.79% of the Company on a partially diluted basis assuming the exercise of his 25,000 stock options. As a result of the acquisition of securities described above and the dilution related to the Private Placement and Acquisition, Mr. Paes-Braga now owns or controls, directly and indirectly, 2,082,500 common shares of the Company representing 3.76% of Japan Gold’s current issued and outstanding common shares and would own 2,107,500 common shares representing 3.80% on a partially diluted basis assuming the exercise of his 25,000 stock options.
The Company has been advised that Mr. Giustra and Mr. Paes-Braga each separately acquired these securities for investment purposes and may in the future acquire or dispose of securities of the Company, through the market, privately, or otherwise, as circumstances or market conditions warrant.
On behalf of the Board of Japan Gold Corp.
“John Proust”
Chairman & CEO
About Japan Gold Corp.
Japan Gold Corp. is a Canadian mineral exploration company focused solely on gold and copper-gold exploration in Japan. The Company has applied for 80 prospecting rights licenses in northern Japan for a combined area of 27,153 hectares over eight separate projects. The applications cover areas with known gold occurrences and a history of mining, and are prospective for both high-grade epithermal gold mineralization and gold-bearing lithocaps, which could indicate the presence of porphyry mineralization. Japan Gold’s leadership team has decades of resource industry and business experience, and the Company has recruited geologists and technical advisors with experience exploring and operating in Japan. Low-impact surface exploration is underway, with the expectation of applying for drilling permits in early 2017. More information is available at www.japangold.com or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..
Japan Gold Contact
John Proust
Chairman & CEO
Phone: 604-609-6143Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Cautionary Note
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 and anticipated results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, competition for qualified staff, the regulatory process and actions, technical issues, new legislation, uncertainties resulting from potential delays or changes in plans, uncertainties resulting from working in a new political jurisdiction, uncertainties regarding the results of exploration, uncertainties regarding the timing and granting of prospecting rights, uncertainties regarding the Company’s ability to execute and implement future plans, and the occurrence of unexpected events. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors.
NEWS RELEASE
September 16, 2016 – Vancouver, BC – Japan Gold Corp. (TSX-V: JG) (“Japan Gold” or “the Company”) (formerly Sky Ridge Resources Ltd., TSX-V: SYR.H) is pleased to announce that further to the announcement on July 6, 2016, the Company has acquired Southern Arc Minerals Japan KK (“SAMJ”) and launched the first foreign mineral exploration company to focus solely on Japan. SAMJ has filed 80 mineral prospecting rights license applications in Japan (the “Japan Licenses”) and has begun exploring for high-grade gold and porphyry copper-gold mineralization.
Upon completion of the acquisition and the C$7 million financing, Sky Ridge consolidated its share capital on one-for-two basis (the “Consolidation”) and changed its name to Japan Gold Corp. Shares of Japan Gold will commence trading at the market open on September 19, 2016 under the symbol “JG”.
Highlights:
• Japan Gold is the first foreign mineral exploration company to focus solely on Japan
• Japan Gold holds 80 mineral prospecting license applications across eight distinct projects prospective for high-grade gold and porphyry copper-gold mineralization, including several historical high-grade gold mines
• Board of Directors with decades of technical and resource industry experience, including Mitsuhiko Yamada, who recently retired from a distinguished career as Executive Officer and General Manager of the Sumitomo Corporation Mineral Resources Division
• Executive team with a proven track record of identifying mineral deposits and advancing them to production
• Completed C$7 million financing to undertake exploration and advance the properties
“Japan Gold Corp. has “first mover” advantage as the first foreign (international) mineral exploration company to focus solely on gold opportunities in Japan,” said John Proust, Chairman & CEO of Japan Gold. “We have been working in Japan since early 2013, following a change to Japanese mining laws in 2012 that allowed Japanese subsidiaries to hold mineral exploration rights and mining permits. We have been reviewing historical exploration and production data and confirming our research with field reconnaissance in order to pinpoint the most promising exploration targets.
“Japan Gold was the first foreign exploration company to file applications for prospecting rights licenses. We have assembled a portfolio of very promising projects, and have the capital required to undertake a substantial exploration program and rapidly advance the properties. We have also recruited a leadership team with decades of resource industry experience and the business and technical expertise required to build a leading mineral exploration company.
“The input from Mitsuhiko Yamada on Japan Gold’s inaugural Board of Directors will be particularly valuable,” continued Mr. Proust. “Mr. Yamada had a distinguished 41-year career with Sumitomo Corporation, ultimately achieving the position of Executive Officer and General Manager of Mineral Resources. His insight into the Japan mining industry will be invaluable as we move ahead.”
Financed for Exploration
Japan Gold issued shares for the acquisition of SAMJ. Southern Arc Minerals Inc. (TSX-V: SA) received 23,750,000 post-Consolidation common shares, and Saltpancove Consulting received 1,250,000 post-Consolidation shares. Japan Gold also issued 500,000 post-Consolidation shares to Fiore Management & Advisory Corp. with respect to the acquisition. Japan Gold has granted 4,625,000 post-Consolidation options to directors, officers and consultants of the Company exercisable at C$0.40 with a ten year expiry.
In connection with the acquisition of SAMJ, Japan Gold completed a financing involving the issuance of 17,500,000 post-Consolidation common shares at a price of C$0.40 per share, for gross proceeds of C$7,000,000. Proceeds of the financing will be used primarily to advance exploration of the Japan Licenses and for general working capital.
The current share capital of Japan Gold consists of 55,297,679 common shares, 5,494,831 options and 150,000 warrants (expiring September 24, 2016), for 60,942,510 shares on a fully diluted basis.
About the Japan Licenses
The Tertiary volcanic arc terrains of Japan host 76 known past-producing gold mines and five one-million-plus-ounce gold deposits. These include one of the world’s highest-grade gold mines, the Hishikari Mine on Kyushu Island, which has been in production since 1985. The Hishikari Mine had produced 210.2 tons (more than 6 million ounces) of gold as of March 2014 and continues to produce more than 200,000 ounces of gold per year at a grade averaging 40 g/t gold. Management considers Japan to be largely underexplored, despite a history of significant gold production and known mineral occurrences.
When Japan’s mining laws were changed in 2012 to re-activate the mining industry, SAMJ moved quickly to review historical data and identify key exploration targets and was the first foreign exploration company to apply for prospecting licenses. Japan is considered one of the most stable and corruption-free jurisdictions in the world. The mining regulatory framework is well established and transparent, with easy access to government officials and a comprehensive support program to facilitate stakeholder consultation. SAMJ deliberately chose applications in sparsely populated areas with a history of mining, and has received strong local support to date.
Based on a desktop review of historical gold production and Japan’s extensive geoscientific database, SAMJ pinpointed areas that are very compelling from a geological perspective. The company has lodged 80 prospecting rights license applications throughout Hokkaido and northern Honshu, for a combined area of 27,153 hectares over eight project areas (Figure 1). All 80 of the prospecting rights license applications have been accepted for further government review, reserving the land for SAMJ and allowing for low impact forms of exploration such as mapping, surface sampling and geophysics.
Four of the project areas, Ikutawara, Numanoue, Aibetsu and Buho, target high-grade epithermal gold deposits. The other four project areas, Ponkutosan, Minamikyabe, Kobui and Eboshi, target prospective epithermal gold deposits and areas of gold-bearing advanced argillic alteration lithocaps, which could indicate the presence of a porphyry mineral environment.
Ikutawara (38 contiguous applications) is SAMJ’s most advanced project (Figure 1), with mapping/sampling and orientation ground magnetics completed in 2015. The Ikutawara applications host numerous historical gold workings including the Kitano-o mine, which has recorded production of 96,450 ounces of gold between 1924 and 1943 from sinterous and sub-sinter quartz veins. SAMJ has investigated in detail two of the many historical mine locations covered by its applications and expects to apply for drilling permits in early 2017. Additional regional exploration is underway, including detailed stream geochemical sampling and geochemical mapping. SAMJ is also planning an aeromagnetic survey at 100-metre line spacing to gain further information on geology, host structures and alteration.
The technical information in this news release has been reviewed by Japan Gold’s President & COO, Dr. Mike Andrews, PhD, FAusIMM, who is a Qualified Person as defined by National Instrument 43-101.
Japan Gold Board of Directors and Executive Team
The Japan Gold Board of Directors and executive team brings decades of technical and business experience to the company, with a proven track record of identifying mineral deposits and advancing them to production.
John Proust, CDir
Chairman & CEO
John Proust has successfully founded and managed a number of resource companies. Mr. Proust has served on the boards and held senior operating positions, and has directed and advised public and private companies regarding debt and equity financing, mergers and acquisitions and corporate restructuring since 1986. Mr. Proust is currently Chairman & CEO of Southern Arc Minerals, Chairman and a director of Canada Energy Partners, Chairman & CEO of CarbonOne Technologies, Interim President & CEO and a director of Outrider Energy, and a director of Q Investments. Mr. Proust has extensive experience in corporate governance, is a graduate of The Directors College, Michael G. De Groote School of Business at McMaster University and holds the designation of Chartered Director.
Dr. Michael Andrews, PhD, FAusIMM
President and COO, Director
Mike Andrews is a geologist with more than 30 years of research and mining industry experience in gold, copper, coal and iron exploration. He holds an honours degree in Geology from the University of Reading, and a doctorate in exploration geochemistry from the University of Wales. Dr. Andrews is currently President & COO and a director of Southern Arc Minerals and a director of Q Investments. He was a founding director of Kingsrose Mining and played an instrumental role in the discovery, exploration, feasibility and development of its Way Linggo Gold Mine in Indonesia. Dr. Andrews also held the positions of Executive Director and Chief Geologist of AuIron Energy Ltd., Director of Gold Operations for Meekatharra Minerals Ltd., and managed the Teck-MM Gold Indonesian Joint Venture, an exploration portfolio of thirteen gold and copper projects in Indonesia. He also held senior exploration positions with Ashton Mining Ltd, Aurora Gold Ltd and Muswellbrook Energy and Minerals.
John Carlile, BSc, MSc, FAusIMM
Executive Vice President, Director
John Carlile is a geologist with more than 35 years of experience in the resource industry. Mr. Carlile has held senior executive and director positions with both major and junior resource companies, including as President of Indonesian and Philippines subsidiaries of Newcrest Mining Limited. As a geologist, Mr. Carlile has a proven track record of mineral discovery and business building in Asia, most notably as Exploration Manager, Asia for Newcrest Mining Limited when it discovered its Gosowong mine. Mr. Carlile has served on the boards of several resource companies, and currently holds the position of director for Southern Arc Minerals, Equator Gold and Arc Exploration Limited. He holds a BSc in Geology from University of Reading, England, and an MSc in Mineral Exploration from the Royal School of Mines, Imperial College, University of London. Mr. Carlile is a Fellow of the AusIMM and a Fellow of the Geological Society of London.
Mitsuhiko Yamada, BA
Director
Mitsuhiko Yamada is a mining business professional with international experience overseeing all aspects of mining projects from exploration through to production. He earned his degree in International Economics at Keio University and spent his career with Sumitomo Corporation. Mr. Yamada worked around the globe for Sumitomo, managing various mining projects and overseeing joint venture relationships with some of the world’s biggest mining companies, including Newmont, Phelps Dodge, Teck, Xstrata, Rio Tinto and Sherritt. Mr. Yamada held increasing senior roles with Sumitomo, ultimately achieving the position of Executive Officer and General Manager of Mineral Resources. Mr. Yamada retired from Sumitomo Corporation in 2012 and is currently a Lecturer of English at the Department of Industrial Engineering & Management at Kanagawa University.
Robert Gallagher, BApSc
Director
Bob Gallagher has worked in the mining industry for more than 32 years and has extensive knowledge of the development and operation of large-scale mining projects. Mostly recently, he was President & CEO and a director of New Gold, an intermediate gold producer with projects on three continents, from 2008 until retiring in June 2016. Mr. Gallagher continues to serve as a director of New Gold. Prior to the merger of Peak Gold, Mettalica, and New Gold, Mr. Gallagher was the President & CEO of Peak Gold. Previously, he spent 15 years with Placer Dome Inc. and seven years with Newmont Mining Corporation, most recently as Vice President Operations of Newmont Asia Pacific. During his time at Newmont, Mr. Gallagher oversaw the development of the Batu Hijau Mine, the billion-ton, world-class copper-gold mine located in Indonesia.
Sally Eyre, PhD (Economic Geology)
Director
Sally Eyre is a mining finance professional with extensive experience in global resource capital markets and mining operations. During 2011 to 2014 she served as President & CEO of Copper North Mining and prior to Copper North Mining she served as President & CEO of Etruscan Resources Inc. (now Endeavour Mining Corp.), a gold company with producing assets in West Africa. She has served as Director of Business Development for Endeavour Financial Ltd. and has held executive positions with a number of Canadian resource companies. Dr. Eyre was appointed Senior Vice President, Corporate Development of Petro Rubiales Energy Corp. (now Pacific Rubiales Energy) and also served as Vice President, Corporate Affairs of UrAsia Energy Ltd. (now Uranium One). In 2003 she served as President & CEO of TLC Ventures Corp. (now Calibre Mining Corp.). Dr. Eyre has a PhD in Economic Geology from the Royal School of Mines, Imperial College, London. Dr. Eyre is a member of the Society of Economic Geologists (SEG) and a former Director of the SEG Canada Foundation.
David Farrell, BComm (Finance), LL.B
Director
David Farrell is President of Davisa Consulting, a private consulting firm working with junior to mid-tier global mining companies. He has over 20 years of corporate and mining experience, and has negotiated, structured and closed more than US$25 billion worth of M&A and structured financing transactions for junior and mid-tier natural resource companies. Prior to founding Davisa, he was Managing Director of Mergers & Acquisitions at Endeavour Financial, working in Vancouver and London. Prior to Endeavour Financial, David was a lawyer at Stikeman Elliott, working in Vancouver, Budapest and London. David serves as a director of both Fortuna Silver (TSX: FVI, NYSE: FSU) where he chairs the compensation committee and is a member of the audit and corporate governance committees, and Northern Vertex Mining (TSX-V: NEE) where he sits on the audit and compensation committees. Mr. Farrell graduated from the University of British Columbia with a BComm (Honours, Finance) and an LL.B and is called to the bar in both British Columbia and England. David has also served for 12 years as a board and finance committee member of Yaletown House, a non-profit, critical-care seniors’ residence in downtown Vancouver.
Dr. Kotaro Ohga, PhD
Chief Engineer
Kotaro Ohga held the position of Associate Professor at Hokkaido University in the Graduate School of Engineering. With a PhD in Mining Engineering, Dr. Ohga has extensive experience with permitting and drill programs in Japan. As Chief Engineer, Dr. Ohga is the main point of contact between Japan Gold and the Japanese Government, offering invaluable insight and expertise as Japan Gold advances its properties.
Andrew Rowe, BSc, MAusIMM
Country Manager
Andrew Rowe comes to Japan Gold through his previous position with Southern Arc Minerals. Mr. Rowe joined Southern Arc in 2006 as a Senior Geological Consultant and was soon promoted to Chief Geologist and then Executive Vice President, leading Southern Arc’s exploration programs from grassroots exploration through to completion of the first resource estimate at the Company’s West Lombok Project. Mr. Rowe planned and implemented large-scale exploration programs, managing both the technical and administrative aspects of the projects. Mr. Rowe briefly left Southern Arc in December 2014, and then rejoined the Company as a consultant in August 2015 to continue with Southern Arc’s exploration projects in Japan. Mr. Rowe graduated with a Bachelor of Applied Science degree in Geology from the University of Technology, Sydney, Australia. He is a Member of the Australasian Institute of Mining and Metallurgy and a Fellow of the Society of Economic Geologists. Mr. Rowe has experience in mineral exploration and project management in Australia and various countries in Southeast Asia including Thailand, Indonesia, Mongolia, China and Laos. During this time he held exploration positions with Renison Goldfields, Normandy Anglo Asia, Phelps Dodge, Aurora Gold and Ivanhoe Mines. Immediately prior to joining Southern Arc he was the principal geologist for Pan Australian Resources Ltd (Laos) and part of the team responsible for successfully bringing the Phu Kham Cu-Au porphyry deposit through to bankable feasibility.
Vincent Boon, CPA, CA
Chief Financial Officer & Corporate Secretary
Vince Boon is a chartered accountant with over ten years of professional accounting experience with private and public companies focusing on financial reporting, regulatory compliance, internal control and corporate finance activities. Mr. Boon’s experience includes financial reporting for both Canadian and U.S. listed companies with international subsidiaries, strategic planning, tax planning, corporate governance, equity financings and due diligence for acquisitions. As an employee of J. Proust & Associates Inc., an organization providing public company management and venture capital to start-up and junior companies, Mr. Boon is also the CFO of Southern Arc Minerals and Canada Energy Partners, and the Controller of CarbonOne Technologies. Mr. Boon holds a Bachelor of Science degree from the University of British Columbia and is a Chartered Professional Accountant, CPA, CA.
On behalf of the Board of Japan Gold Corp.
“John Proust”
Chairman & CEO
About Japan Gold Corp.
Japan Gold Corp. is a Canadian mineral exploration company focused solely on gold and copper-gold exploration in Japan. The Company has applied for 80 prospecting rights licenses in northern Japan for a combined area of 27,153 hectares over eight separate projects. The applications cover areas with known gold occurrences and a history of mining, and are prospective for both high-grade epithermal gold mineralization and gold-bearing lithocaps, which could indicate the presence of porphyry mineralization. Japan Gold’s leadership team has decades of resource industry and business experience, and the Company has recruited geologists and technical advisors with experience exploring and operating in Japan. Low-impact surface exploration is underway, with the expectation of applying for drilling permits in early 2017. More information is available at www.japangold.com or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..
Japan Gold Contacts
John Proust
Chairman & CEO
Phone: 604-609-6143
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Cautionary Note
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 and anticipated results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, competition for qualified staff, the regulatory process and actions, technical issues, new legislation, uncertainties resulting from potential delays or changes in plans, uncertainties resulting from working in a new political jurisdiction, uncertainties regarding the results of exploration, uncertainties regarding the timing and granting of prospecting rights, uncertainties regarding the Company’s ability to execute and implement future plans, and the occurrence of unexpected events. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors.
Figure 1. SAMJ Application Area Locations: Northern Honshu and Hokkaido
SKY RIDGE RESOURCES LTD.
Suite 3123 – 595 Burrard Street
Vancouver, British Columbia
V7X 1J1
NEWS RELEASE
SKY RIDGE RESOURCES LTD. SECURES GOLD-SILVER-COPPER EXPLORATION LICENSES AND LAUNCHES NEW JAPAN-FOCUSED EXPLORATION COMPANY
July 6, 2016 – Vancouver, British Columbia – Sky Ridge Resources Ltd. (SYR-H.V) (the “Company”) is pleased to announce that it has entered into a letter of intent effective July 4, 2016, pursuant to which the Company has agreed to acquire Southern Arc Minerals Japan KK (“SAMJ”) (the “Acquisition”). SAMJ is a wholly-owned subsidiary of Southern Arc Minerals Inc. (“Southern Arc”). SAMJ has filed 80 mineral prospecting rights license applications in Japan (the “Japan Licenses”).
Highlights:
• Launch of Japan Gold Corp., the first foreign mineral exploration company to focus solely on Japan
• 80 mineral prospecting license applications across eight distinct projects prospective for gold and porphyry mineralization, including several historical high-grade gold mines
• Experienced management team and Board of Directors
• Proposed $5 million financing at $0.20 to undertake exploration and advance the properties
Southern Arc, an arm’s length company, is listed on the TSX Venture Exchange (the “TSX-V”) under the symbol “SA”. In exchange for its ownership of SAMJ, Southern Arc will receive 50,000,000 pre-Consolidation (as defined below) common shares of the Company (the “Acquisition Shares”).
In connection with the proposed Acquisition, the Company intends to complete a private placement financing involving the issuance of 25,000,000 pre-Consolidation common shares at a price of $0.20 per share, for gross proceeds to the Company of $5,000,000 (the “Concurrent Financing”).
The Company intends to change its name to “Japan Gold Corp.” upon completion of the Acquisition.
Japan Exploration Licenses
The Tertiary volcanic arc terrains of Japan host 76 known past-producing gold mines and five one-million-plus-ounce gold deposits. These include one of the world’s highest-grade gold mines, the Hishikari Mine on Kyushu Island, which has been in production since 1985. The Hishikari Mine had produced 210.2 tons (more than 6 million ounces) of gold as of March 2014 and continues to produce more than 200,000 ounces of gold per year at a grade averaging 40 g/t gold. Management considers Japan to be largely underexplored despite a history of significant gold production and known mineral occurrences.
Southern Arc’s leadership team has long recognized Japan’s prospectivity for gold, silver and copper. When Japan’s mining laws were changed in 2012 to re-activate the mining industry, Southern Arc moved quickly to review historical data and identify key exploration targets and was the first foreign exploration company to apply for prospecting licenses.
According to Southern Arc, based on a desktop review of historical gold production and Japan’s extensive geoscientific database, it pinpointed areas that are very compelling from a geological perspective. SAMJ initially lodged 38 contiguous exploration applications in northern Hokkaido targeting high-grade epithermal gold deposits. Subsequently, SAMJ lodged another 42 prospecting rights license applications throughout Hokkaido and northern Honshu targeting three other prospective epithermal gold areas and four areas of gold-bearing advanced argillic alteration lithocaps, which could indicate the presence of a porphyry mineral environment. The combined area under application by SAMJ currently comprises 27,153 hectares over the eight project areas (Figure 1).
All 80 of the prospecting rights license applications have been accepted for further government review, reserving the land for SAMJ and allowing low impact forms of exploration to immediately commence, such as mapping, surface sampling and geophysics. According to Southern Arc, SAMJ has completed an extensive review of the Metal Mining Agency of Japan database, which includes detailed and relevant information about historical drilling results and mine production. Field work to date has comprised mostly confirmatory checking of historical mine works and MMAJ alteration mapping, with a focus on the lithocap/porphyry targets.
Ikutawara is SAMJ’s most advanced project (Figure 1), with some mapping/sampling and orientation ground magnetics completed in 2015. The Ikutawara applications host numerous historical gold workings including the Kitano-o mine, which has recorded production of 96,450 ounces of gold between 1924 and 1943 from sinterous and sub-sinter quartz veins. According to Southern Arc, SAMJ has located several high-priority exploration targets which require varying levels of work to focus drilling. Upon receipt of the prospecting licenses, SAMJ intends to commence with trenching and drilling at the Ikutawara targets while continuing with preliminary exploration on the other projects.
Japan is considered one of the most stable and corruption-free jurisdictions in the world. The mining regulatory framework is well established and transparent, with easy access to government officials and a comprehensive support program to facilitate stakeholder consultation. According to Southern Arc, SAMJ deliberately chose applications in sparsely populated areas with a history of mining, and has received strong local support to date.
The technical information in this news release has been reviewed by Southern Arc’s President & Chief Operating Officer, Dr. Mike Andrews, PhD, FAusIMM, who is a Qualified Person as defined by National Instrument 43-101.
The Acquisition
Closing of the Acquisition is subject to a number of conditions including entering into definitive agreements, consolidation of the Company’s existing share capital on a one (1) for two (2) basis (the “Consolidation”), completion of the Concurrent Financing, receipt of all required shareholder, regulatory and third party consents, including TSX-V approval, and the satisfaction of other customary closing conditions. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. The Company intends to apply for a sponsorship waiver pursuant to TSX-V Policy 2.2.
Following completion of the Acquisition, it is contemplated that the Company’s Board of Directors will be reconstituted such that it then consists of the following seven members: John Proust, Dr. Michael Andrews, Robert Gallagher, John Carlile, Tao Feng, and two more appointees that are acceptable to both Southern Arc and the Company. A short biography for each named Director is provided at the end of this news release. In addition, it is contemplated that John Proust, who is currently the Chairman and Chief Executive Officer of Southern Arc, will become the Chairman and Chief Executive Officer of the Company, and that Michael Andrews, who is currently the President, Chief Operating Officer and a Director of Southern Arc, will become the Chief Operating Officer of the Company.
The Acquisition will constitute a reverse takeover of the Company by Southern Arc under the policies of the NEX Board and the TSX-V. Trading in the Company’s common shares will remain halted pending further filings with the TSX-V.
Fiore Management & Advisory Corp. will receive a transaction fee of 1,000,000 pre-Consolidation common shares of the Company upon closing of the Acquisition.
Proposed Japan Gold Board of Directors and Executive Team
The proposed Japan Gold Board of Directors will bring decades of technical and business experience to the company, with a proven track record of growing resource companies from grassroots exploration through to production.
John Proust, CDir
Chairman & CEO, Director
John Proust has successfully managed, directed and advised public and private companies regarding debt and equity financing, mergers and acquisitions and corporate restructuring since 1986, and has served on the boards and held senior operating positions with numerous private and TSX Venture Exchange listed companies. Mr. Proust is currently Chairman and CEO of Southern Arc Minerals, Chairman and a Director of Canada Energy Partners, Chairman and CEO of CarbonOne Technologies, and Interim President & CEO and a Director of Outrider Energy. Mr. Proust has extensive experience in corporate governance, is a graduate of The Directors College, Michael G. De Groote School of Business at McMaster University and holds the designation of Chartered Director.
Dr. Michael Andrews, PhD, FAusIMM
President and COO, Director
Mike Andrews is a geologist with nearly 40 years of research and mining industry experience in gold, copper, coal and iron exploration. He holds an honours degree in Geology from the University of Reading, and a doctorate in exploration geochemistry from the University of Wales. Dr. Andrews is currently President and Chief Operating Officer of Southern Arc Minerals. He was a founding director of Kingsrose Mining and played an instrumental role in the discovery, exploration, feasibility and development of its Way Linggo Gold Mine in Indonesia. Dr. Andrews also held the positions of executive director and chief geologist of AuIron Energy Ltd., Director of Gold Operations for Meekatharra Minerals Ltd., and managed the Teck-MM Gold Indonesian Joint Venture, an exploration portfolio of thirteen gold and copper projects in Indonesia. He also held senior exploration positions with Ashton Mining Ltd, Aurora Gold Ltd and Muswellbrook Energy and Minerals Ltd.
Robert Gallagher, BApSc
Director
Bob Gallagher has worked in the mining industry for over 32 years. Mostly recently, he was President, CEO and a Director of New Gold Inc., an intermediate gold producer with projects on three continents, from 2008 until retiring in June 2016. Prior to the merger of Peak Gold, Mettalica, and New Gold, Mr. Gallagher was the President and CEO of Peak Gold. Previously, he spent 15 years with Placer Dome Inc. and seven years with Newmont Mining Corporation, most recently as Vice President Operations, Newmont Asia Pacific. During his time at Newmont, Mr. Gallagher oversaw the development of the Batu Hijau Mine, the billion-ton, world-class copper-gold mine located in Indonesia. Mr. Gallagher has extensive knowledge of the development and operation of large-scale mining projects, coupled with his experience in all aspects of the Indonesian mining industry.
John Carlile, BSc, MSc, FAusIMM
Director
John Carlile is a geologist with more than 35 years of experience in the resource industry. Mr. Carlile has held senior executive and director positions with both major and junior resource companies, including as President of Indonesian and Philippines subsidiaries of Newcrest Mining Limited. As a geologist, Mr. Carlile has a proven track record of mineral discovery and business building in Asia, most notably as Exploration Manager, Asia for Newcrest Mining Limited when it discovered its Gosowong mine. Mr. Carlile has served on the boards of several resource companies, and currently holds the position of director for Southern Arc Minerals, Equator Gold and Arc Exploration Limited. He holds a BSc in Geology from University of Reading, England, and an MSc in Mineral Exploration from the Royal School of Mines, Imperial College, University of London. Mr. Carlile is a Fellow of the AusIMM and a Fellow of the Geological Society of London.
Tao Feng, MSc, PhD (Statistics)
Director
Tao Feng is a founding partner of NewMargin Ventures, a Chinese investment fund with approximately US$3 billion under management. Founded in 1999, NewMargin Ventures was the first venture capital management company in China to manage and advise both domestic and offshore funds. To date NewMargin Ventures has invested more than US$1.7 billion in approximately 160 companies, and has invested in more than 30 IPO companies. Mr. Feng received his Masters and Doctorate in Statistics from the University of Alberta and the University of Victoria, respectively. Mr. Feng has been frequently acknowledged as one of China’s top investment managers, with inclusion in Fortune Magazine’s “Top 25 Next Generation Global Leaders” in 2001, ranking as one of Time Magazine’s “Top 5 Rainmakers in China’s Investment Community” in 2005, and ranking in the top five of Forbes’ “Top 50 Venture Capital Investors in China” from 2009 to 2015.
Dr. Kotaro Ohga, PhD
Chief Engineer, Japan
Kotaro Ohga held the position of Associate Professor at Hokkaido University in the Graduate School of Engineering. With a PhD in Mining Engineering, Dr. Ohga has extensive experience with permitting and drill programs in Japan, with a particular focus in coal bed methane. As Southern Arc’s Chief Engineer for its Japanese projects, Dr. Ohga is the main point of contact between Southern Arc and the Japanese Government, offering invaluable insight and expertise as Southern Arc advances its properties.
Andrew Rowe, BSc, MAusIMM
Japan Country Manager
Andrew Rowe joined Southern Arc in 2006 as a Senior Geological Consultant and was soon promoted to Chief Geologist and then Executive Vice President, leading Southern Arc’s exploration programs from grassroots exploration through to completion of the first resource estimate at the Company’s West Lombok Project. Mr. Rowe planned and implemented large-scale exploration programs, managing both the technical and administrative aspects of the projects. Mr. Rowe briefly left Southern Arc in December 2014, and then rejoined the Company as a consultant in August 2015 to continue with Southern Arc’s exploration projects in Japan. Mr. Rowe graduated with a Bachelor of Applied Science degree in Geology from the University of Technology, Sydney, Australia. He is a Member of the Australasian Institute of Mining and Metallurgy and a Fellow of the Society of Economic Geologists. Mr. Rowe has experience in mineral exploration and project management in Australia and various countries in Southeast Asia including Thailand, Indonesia, Mongolia, China and Laos. During this time he held exploration positions with Renison Goldfields, Normandy Anglo Asia, Phelps Dodge, Aurora Gold and Ivanhoe Mines. Immediately prior to joining Southern Arc he was the principal geologist for Pan Australian Resources Ltd (Laos) and part of the team responsible for successfully bringing the Phu Kham Cu-Au porphyry deposit through to bankable feasibility.
On behalf of the Board,
SKY RIDGE RESOURCES LTD.
“Jeff Durno”
Chief Executive Officer & Director
For further information, please contact:
Jeff Durno
Chief Executive Officer & Director
Tel: (604) 609-6110
Cautionary Notes
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Acquisition is subject to a number of conditions, including TSX Venture Exchange acceptance. The Acquisition cannot close until all required regulatory and corporate approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
This news release may include forward-looking statements that are subject to inherent risks and uncertainties. All statements within this news release, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those described in forward-looking statements. Factors that could cause actual results to differ materially from those described in forward-looking statements include fluctuations in market prices, including metal prices, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under applicable laws.
Figure 1. SAMJ Application Area Locations: Northern Honshu and Hokkaido