Vancouver, British Columbia--(Newsfile Corp. - April 20, 2020) - Japan Gold Corp. (TSXV: JG) (OTCQB: JGLDF) (the "Company") announces the terms of a non-brokered private placement (the "Private Placement") of up to 12,000,000 units of the Company (the "Units") at a price of C$0.25 per Unit for gross proceeds of up to C$3,000,000 to the Company. Each Unit will consist of one common share of the Company (each, a "Common Share") and one half of one transferable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at a price of C$0.40 per Common Share for a period of 24 months from the date of closing of the Private Placement.
The Warrants will contain a forced exercise provision if the closing price of the Common Shares on the TSX Venture Exchange is equal to or greater than C$0.80 for a period of 10 consecutive trading days. Proceeds of the Private Placement will be used primarily for the Company's exploration activities and for general working capital purposes. The closing of the Private Placement is subject to receipt of all necessary regulatory approvals and to a hold period of four months and one day in accordance with applicable securities laws.
The Company has agreed to pay a finders fee in cash equal to 6.0% of the gross proceeds from the sale of Units to third parties sourced by the finders as well as warrants to purchase that number of Common Shares equal to 6.0% of the number of Units sold to third parties sourced by the finder. The finder's warrants will be exercisable at C$0.25 per Common Share for a period of 12 months from the date of closing.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent United States registration or an applicable exemption from United States registration requirements.
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 exploration across the three largest islands of Japan: Hokkaido, Honshu and Kyushu. The Company has a countrywide alliance with Barrick Gold Corporation to jointly explore, develop and mine certain gold mineral properties and mining projects. The Company holds a portfolio of 30 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 represent decades of resource industry and business experience, and the Company has recruited geologists, drillers and technical advisors with experience exploring and operating in Japan. More information is available at www.japangold.com or by email at
Japan Gold Contacts
John Proust
Chairman & CEO
Phone: 778-725-1491
Email:
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 the Private Placement. These statements are forward-looking in nature and, as a result, are subject to certain risks and uncertainties that include, but are not limited to, general economic, market and business conditions; receipt and timing of regulatory approvals; new legislation; potential delays or changes in plans; and the Company's ability to execute and implement future plans. These forward-looking statements include completion of the Private Placement and the use of proceeds from that financing. Actual results achieved may differ from the information provided herein and, consequently, readers are advised not to place undue reliance on forward-looking information. The forward-looking information contained herein speaks only as of the date of this news release. The Company disclaims any intention or obligation to update or revise forward-looking information or to explain any material difference between such and subsequent actual events, except as required by applicable law.
Not for distribution to United States Newswire Services or for dissemination in the United States
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