Japan Gold Corp. announced a non brokered private placement of unsecured convertible debentures for the gross proceeds of CAD 2,755,000 ($2,000,000) on April 23, 2024. The transaction will include participation from a strategic investor.

The Debentures will mature on the date that is three years from the date of issuance. The principal amount of the Debentures is convertible, at the election of the Company at any time prior to the Maturity Date, into common shares at a price of CAD 0.13 per Share. Each Debenture will bear interest from the date of issue until the Maturity Date or date of conversion at a rate of 10% per annum non-compounded and payable on the Maturity Date in Shares.

Subject to TSX Venture Exchange acceptance, any interest that has accrued in arrears on the principal amount outstanding under the Debenture will be payable in Shares at a price per share which equals the greater of the 'Market Price' or CAD 0.13 on the date the accrued interest becomes payable. n connection with the Offering, the Company has agreed to seek disinterested shareholder approval for the creation of a control person at the Company's next annual general meeting, which is expected to be during October 2024. If such approval is received, the outstanding principal amount under the Debentures, and will convert into Shares at a price of CAD 0.13 per share, in the case of the principal amount, and the greater of Market Price and CAD 0.13 per Share, in the case of the interest.

The Debentures and any securities issuable upon conversion will be subject to a statutory hold period of four months from the date of issuance of the Debentures. The Offering and conversion of the Debenture into Shares is subject to final approval by the TSXV. It is currently anticipated that an insider of the Company will be subscribing for the full amount of the Offering.