Japan Gold Closes US$1 Million Convertible Debenture Financing

Executive Summary

• Japan Gold Corp. has closed a non-brokered private placement of unsecured convertible debentures, raising gross proceeds of US$1.0 million (CDN$1.393 million).
• The offering was fully subscribed by Equinox Partners Investment Management, LLC, a strategic investor and existing major shareholder holding approximately 29.32% of the company.
• Proceeds will be allocated to general working capital, with the debentures carrying a 3-year maturity, 10% annual interest, and conversion rights subject to specific pricing mechanics and regulatory approvals.

Key Details

• Gross Proceeds: US$1,000,000 (CDN$1,393,000)
• Instrument: Unsecured convertible debentures
• Investor: Equinox Partners Investment Management, LLC
• Maturity & Interest: 3 years from issuance; 10% per annum (non-compounded), accruing daily but payable only at maturity, upon an Event of Default, or upon early redemption
• Early Redemption & Conversion Options: Company may redeem in cash or elect to satisfy obligations via delivery of common shares at a price equal to the greater of: (i) the most recent TSXV market price on the payment date, (ii) $0.11, or (iii) the conversion price in a "Future Financing Event" (defined as a subsequent private placement of ≥CDN$2.0M within 12 months)
• Use of Proceeds: General working capital
• Hold Period: 4-month statutory hold period expiring October 23, 2026
• Regulatory & Related Party Status: Classified as a related party transaction under MI 61-101; exempt from formal valuation and minority shareholder approval requirements as the fair market value does not exceed 25% of the company's market capitalization
• Conversion Approval: Subject to final approval by the TSX Venture Exchange