Japan Gold Announces Results of 2024 Annual General Meeting of Shareholders and Conversion of Debentures

Rhea-AI Summary

Japan Gold Corp (TSXV: JG) (OTCQB: JGLDF) announced that all resolutions were passed at its Annual General Meeting. The company will convert $2.9 million in convertible debentures into common shares, eliminating all outstanding debt. Shareholders approved Equinox Partners becoming a new Control Person, converting their US$2 million debenture plus interest into 22.3 million shares at $0.13 per share, increasing their ownership to 26.16%. The company also authorized 9.7 million restricted share units to directors and officers, approved the cancellation of 5.4 million stock options, and plans to issue 2.4 million RSUs to non-insiders.

Positive

• Complete elimination of debt through conversion of $2.9M in debentures
• Strategic investment from Equinox Partners strengthening ownership structure

Negative

• Significant shareholder dilution through conversion of debentures into 22.3M shares
• Additional dilution from issuance of 9.7M RSUs to directors and officers

Vancouver, British Columbia--(Newsfile Corp. - November 7, 2024) - Japan Gold Corp. (TSXV: JG) (OTCQB: JGLDF) ("Japan Gold" or the "Company") is pleased to announce that all resolutions were passed at its Annual General Meeting of shareholders ("AGM") held in Vancouver on October 24, 2024. Following the AGM, the Company will convert convertible debentures ("Debentures") in the amount of $2,904,036 into common shares, resulting in the Company having no outstanding debentures or debt instruments.

At the AGM, all the nominees for election as directors of the Company listed in the Company's information circular dated September 16, 2024, being John Proust, Takashi Kuriyama, Murray Flanigan, Ian Burney, Michael Carrick, Tanneke Heersche, and Dr. Keiko Hattori were re-elected as directors of the Company for the ensuing year. Davidson & Company LLP, Chartered Professional Accountants, were re-appointed as auditor for the Company, and shareholders approved the continuation of the Company's 2023 Omnibus Equity Incentive Plan (the "Plan").

Additionally, disinterested shareholders approved Equinox Partners Investment Management LLC ("Equinox") becoming a new "Control Person" of the Company upon conversion of outstanding Debentures. Following receipt of this shareholder approval, subject to TSX Venture Exchange approval, the Company will convert the Debentures issued to Equinox in April 2024, totaling US$2,000,000 (C$2,769,000) in principal, plus accrued interest, into 22,338,738 common shares of the Company at a deemed price of $0.13 per share. Prior to the conversion of the Debentures, Equinox holds 50,612,280 shares, representing approximately 19.73% of the common shares of the Company. Following the conversion, Equinox will hold 72,951,018 shares, representing approximately 26.16% of the issued and outstanding common shares of the Company. Equinox is subject to the alternative monthly reporting scheme under Part 4 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, and a report of Equinox under that instrument will be made available on the Company's SEDAR+ profile in due course.

As Equinox is an insider of the Company, the conversion of the Debentures constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from the formal valuation and requirement under section 5.5(a) of MI 61-101, as the fair market value of the securities issued to the related party do not exceed 25% of the Company's market capitalization.

Following the AGM, the Board of Directors appointed the following officers of the Company: John Proust as Chairman and CEO; Fraser MacCorquodale as President and Discovery Lead; Takashi Kuriyama as Chief Operating Officer; Vince Boon as Chief Financial Officer; Eileen Au as Corporate Secretary, Alexia Helgason as Vice President Corporate Communications; and Andrew Rowe as Exploration Manager, Barrick Alliance.

Following shareholder approval of the continuation of the Plan, the Company has authorized the issuance of an aggregate of 9,700,000 restricted share units ("RSUs") to directors and officers. The RSUs will vest over two years from the grant date.

The Company has also approved the cancellation of 5,420,000 stock options held by non-insiders. Subject to TSX Venture Exchange approval, the Company intends to issue an aggregate of 2,400,000 RSUs to non-insiders who are relinquishing their stock options.

About Japan Gold Corp.
Japan Gold Corp. is a Canadian mineral exploration company focused on gold exploration across 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. 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.

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 news release contains forward-looking statements relating to the conversion of convertible debentures held by Equinox Partners Investment Management Inc., issuance of RSUs and cancellation of certain stock options, expected or anticipated future events, and anticipated results related to the Company's gold exploration program. 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, the receipt of TSX Venture Exchange acceptance for the debenture conversion, TSX Venture Exchange acceptance of the RSU grants to non-insiders, the timing and granting of prospecting rights; the Company's ability to convert prospecting rights into digging rights within the timeframe prescribed by the Mining Act; 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; the Company's ability to execute and implement future plans,; 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. 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 laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/229254

FAQ

What is the value of convertible debentures being converted by Japan Gold (JGLDF)?

Japan Gold is converting $2,904,036 in convertible debentures into common shares.

What will be Equinox Partners' ownership percentage in Japan Gold (JGLDF) after debenture conversion?

After the debenture conversion, Equinox Partners will hold 72,951,018 shares, representing approximately 26.16% of Japan Gold's outstanding shares.

How many restricted share units (RSUs) did Japan Gold (JGLDF) authorize in 2024?

Japan Gold authorized the issuance of 9,700,000 restricted share units to directors and officers, vesting over two years.