Japan Gold Closes $5.7 Million First Tranche of Financing

May 10, 2023 8:30 AM EDT | Source: Japan Gold Corp.

Vancouver, British Columbia--(Newsfile Corp. - May 10, 2023) - Japan Gold Corp. (TSXV: JG) (OTCQB: JGLDF) (the "Company") is pleased to announce the closing of the first tranche of a non-brokered private placement of Shares (the "Offering") of the Company.

In connection with closing of the first tranche of the Offering, investors subscribed for 28,500,000 Shares of the Company at a price of $0.20 per Share, for gross proceeds of $5,700,000.

In connection with the Offering, the Company paid a total of $275,000 in cash and issued a total of 1,925,000 finder's warrants to arm's length finders. The finder's warrants are exercisable at C$0.20 per share for a period of 12 months from the date of closing.

An Insider of the Company subscribed for 15,000,000 Shares for aggregate gross proceeds of $3,000,000. Their participation in the Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 available on the basis that the fair market value of the Insider's participation in the Offering, as determined in accordance with MI 61-101, did not exceed 25% of the Company's market capitalization. The Company did not file a material change report at least 21 days before the expected closing of the Offering as the details of the Insider's participation in the Offering had not been settled.

The Company intends to use proceeds of the Offering for drilling, drill targeting, advancing the prospect pipeline from the Company's large portfolio of exploration projects, and for general working capital purposes.

The Shares, finder's warrants and the underlying shares will be subject to a hold period of four months expiring on September 10, 2023 in accordance with applicable securities laws.

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 holds a portfolio of 34 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 an operational team of geologists, drillers and technical advisors with experience exploring and operating in Japan.

Japan Gold has a country-wide alliance with Barrick Gold Corporation to jointly explore, develop, and mine certain gold mineral properties and mining projects. The Barrick Alliance has completed a successful two-and-a-half-year country-wide screening program of 29 projects and has selected 6 with the potential to host Tier 1 or Tier 2 gold ore bodies for further advancement and 2 more recently acquired projects and 3 project extensions for initial evaluation.

For further information please contact:

John Proust
Chairman & CEO
Phone: +1 (604) 644-1470
Email: jproust@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 news release contains forward-looking statements relating to the Offering and the use of proceeds. 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. There is no guarantee that the Company will proceed with subsequent tranches of Offering. 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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