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

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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.