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August 9, 2017 – Vancouver, BC – Japan Gold Corp. (TSX-V: JG) (“Japan Gold” or the “Company”) is pleased to announce that it has completed a financing with Southern Arc Minerals Inc. (TSXV: SA) (“Southern Arc”), pursuant to which Southern Arc purchased 12,500,000 units of Japan Gold at a price of $0.40 per unit for gross proceeds of $5,000,000. Each unit consists of one common share and one transferable common share purchase warrant of Japan Gold. Each warrant is exercisable into one additional common share of Japan Gold at a price of $0.40 per share for a period of 5 years. The units (and securities underlying the units) issued under the private placement will be subject to a four month hold period expiring on December 9, 2017.
The principal use of proceeds from the private placement is intended to fund $3,650,000 in exploration expenditures with the remaining $1,350,000 allocated for general working capital.
Following the private placement, Southern Arc owns approximately 53.08% of Japan Gold’s issued and outstanding common shares. 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 (“MI 61-101”). Japan Gold received shareholder approval of the private placement on July 14, 2017 and is relying on sections 5.5(b) and 5.5(c) of MI 61-101 for the exemption from the valuation requirement in accordance with the policies of the TSX Venture Exchange and MI 61-101.
Japan Gold did not file a material change report more than 21 days in advance of the closing of the private placement based on the fact that the closing date of the private placement was not determined until regulatory approval had been obtained.
On behalf of the Board of Japan Gold Corp.
Chairman & CEO
About Japan Gold Corp.
Japan Gold Contact
Chairman & CEO
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.