Japan Gold Corp. Announces C$5 Million “Best Efforts” Private Placement (Listed Issuer Financing Exemption) Offering of Common Shares

/EIN News/ -- Not for distribution to United States newswire services or for dissemination in the United States

VANCOUVER, British Columbia, April 14, 2025 (GLOBE NEWSWIRE) -- Japan Gold Corp. (TSXV: JG) (the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and Moneta Securities (Alberta) Corp. (the “Agents”), pursuant to which the Agents have agreed to act as agents, on a “best efforts” basis, in connection with a private placement of up to 41,666,667 common shares of the Company (the “Common Shares”) at a price of C$0.12 per Common Share for gross proceeds of up to approximately C$5 million (the “Offering”).

The net proceeds of the Offering will be used for exploration drilling and for general corporate purposes.

The Offering is expected to close on or about May 1, 2025, or such other date as the Company and the Agents may agree and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the acceptance of the TSX Venture Exchange.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Common Shares will be offered for sale to purchasers resident in Canada (other than Québec residents) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at www.japangold.com. Prospective investors should read this offering document before making an investment decision.

About Japan Gold Corp.

Japan Gold Corp. 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 under explored countries in the world. The Japan Gold leadership and operational team of geologists, drillers and technical advisors have extensive experience exploring and operating in Japan and have a track record of discoveries world-wide. Japan Gold has an alliance with Barrick Gold Corporation to jointly explore, develop and mine certain gold mineral properties and mining projects with the potential to host Tier 1 or Tier 2 gold ore bodies in Japan. Significant shareholders include Equinox Partners Investment Management LLC and Newmont Corporation.

On behalf of the Board of Japan Gold Corp.

John Proust
Chairman & CEO

For further information, please contact:

Alexia Helgason
Vice President, Corporate Communications
Phone: 604-417-1265
Email: ahelgason@japangold.com

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 press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

Forward-Looking Information

This news release contains forward-looking statements relating to expected or anticipated future events, including, but not limited to, statements regarding: the expected use of the proceeds of the Offering, the closing of the Offering and the timing thereof, and regulatory approval. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: Japan Gold's ability to receive sufficient financing on acceptable terms or at all for its exploration and mining activities; the future price of metals; and the stability of the financial and capital markets. These statements are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, including, but not limited to, those discussed and identified in public filings made by Japan Gold with the applicable Canadian securities regulatory authorities and the following: the timing and granting of prospecting rights; Japan Golds's ability to convert prospecting rights into digging rights within the timeframe prescribed by the Mining Act (Japan); general economic, market and business conditions; competition for qualified staff; the regulatory process and actions; technical issues; new legislation; potential delays or changes in plans; working in a new political jurisdiction; results of exploration; Japan Gold's ability to execute and implement future plans, arrange or conclude a joint venture or partnership; and the occurrence of unexpected events. 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. Japan Gold 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 laws.