Japan Gold Corp.
TSX VENTURE : JG

Japan Gold Corp.

July 17, 2017 08:30 ET

Japan Gold Announces Results from Annual General and Special Meeting

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 17, 2017) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Japan Gold Corp. (TSX VENTURE:JG)(OTCQB:JGLDF) ("Japan Gold" or the "Company") announces all resolutions were passed by the requisite majority at its annual general and special meeting of shareholders (the "Meeting") held on July 14, 2017, in Vancouver, British Columbia.

Each of the nominees for election as directors listed in the Company's management information circular dated June 12, 2017, were elected as directors of the Company for the ensuing year by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The directors are John Proust, Michael Andrews, John Carlile, Robert Gallagher, Mitsuhiko Yamada, Sally Eyre and David Farrell.

In addition, at the Meeting all resolutions put to a vote were passed, including the resolutions to approve: the re-appointment of Ernst & Young LLP as the auditor of the Company for the ensuing year; the Company's stock option plan; and the Company's private placement (the "Private Placement") with Southern Arc Minerals Inc. ("Southern Arc") for gross proceeds of $5 million.

The Private Placement will consist of 12,500,000 units at a price of $0.40 per unit. Each unit will consist of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at a price of $0.40 per share for a period of 5 years. Southern Arc, a related party of the Company, is proposed to be the sole subscriber in the Private Placement. On closing of the Private Placement, Southern Arc will own 53.08% of Japan Gold's issued and outstanding common shares.

Of the votes cast at the Meeting, approximately 99.98% of the Company's shareholders voted in favour of the resolution approving the Private Placement.

In accordance with the policies of the TSX Venture Exchange ("TSXV") and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (MI 61-101), Southern Arc and Japan Gold obtained minority shareholder approval to the terms of the Private Placement in respective shareholder meetings held on July 14, 2017.

The closing of the Private Placement is subject to Southern Arc and Japan Gold obtaining regulatory approvals, including the approval of the TSXV. The units (and securities underlying the units) to be issued under the Private Placement will be subject to a four-month hold period from the date of closing in accordance with applicable securities legislation.

Details of the Private Placement are set out in the press release dated June 5, 2017 and the Company's Information Circular, dated June 12, 2017, filed on SEDAR.

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 and copper-gold exploration in Japan. The Company has applied for 173 prospecting rights licenses in Japan for a combined area of 57,337 hectares over eleven separate projects. Thirty-two of the applications have been granted as Prospecting Rights. The applications cover areas with known gold occurrences and a history of mining, and are prospective for both high-grade epithermal gold mineralization and gold-bearing lithocaps, which could indicate the presence of porphyry mineralization. Japan Gold's leadership team has decades of resource industry and business experience, and the Company has recruited geologists and technical advisors with experience exploring and operating in Japan. More information is available at www.japangold.com or by email at info@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 expected or anticipated future events and anticipated results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, competition for qualified staff, the regulatory process and actions, technical issues, new legislation, uncertainties resulting from potential delays or changes in plans, uncertainties resulting from working in a new political jurisdiction, uncertainties regarding the results of exploration, uncertainties regarding the timing and granting of prospecting rights, uncertainties regarding the Company's ability to execute and implement future plans, and the occurrence of unexpected events. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors.

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