Japan Gold Announces Results of Annual General Meeting

Rhea-AI Summary

Japan Gold Corp. announces successful AGM and approval of new Compensation Plan

Positive

• All resolutions were passed at the annual general meeting of shareholders
• Nominees for election as directors were re-elected
• New Compensation Plan for stock options and share units was approved

Negative

• None.

Vancouver, British Columbia--(Newsfile Corp. - October 13, 2023) - 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 (the "AGM") held on October 12, 2023.

All of the nominees for election as directors of the Company listed in the Company's information circular dated September 5, 2023, were re-elected for the ensuing year and the number of directors was fixed at seven. John Proust, Murray Flanigan, Paul Harbidge, Tanneke Heersche, Michael Carrick, Ian Burney, and Takashi Kuriyama were all re-elected as directors of the Company.

The Company's new omnibus equity incentive plan (the "Compensation Plan") was also approved at the AGM and replaces the Company's previous omnibus equity incentive plan. The Compensation Plan governs the granting of stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs"), and deferred share units ("DSUs", together, the "Awards") to directors, officers, employees, management company employees and consultants of the Company. The aggregate number of Common Shares reserved for issuance in respect of Awards shall not exceed 10% of the total number of issued Common Shares (calculated on a rolling, non-diluted basis) at the time an Award is granted.

Any Awards currently outstanding under the superseded omnibus equity incentive plan or previous equity plans will be governed by the Compensation Plan. The Company currently has 19,905,000 Options outstanding, leaving 5,746,547 Awards available for grant. The Company has not granted any RSUs, PSUs and DSUs to date.

Further details regarding the Compensation Plan are included in the management information circular of the Company filed on SEDAR+ in connection with the AGM. The Compensation Plan is subject to final approval by the TSX Venture Exchange.

At a Board meeting immediately following the AGM, Board Committees, consisting of independent directors, were confirmed:

Audit Committee - Murray Flanigan (Chairman), Michael Carrick, Paul Harbidge

Compensation Committee - Michael Carrick (Chairman), Murray Flanigan, Tanneke Heersche, Paul Harbridge

Nomination/Corporate Governance - Tanneke Heersche (Chairman), Ian Burney, Paul Harbidge

KPMG, LLP were re-appointed as auditor for the Company for the ensuing year.

About Japan Gold Corp.

Japan Gold Corp. is a Canadian mineral exploration company focused solely on gold exploration across the three largest islands of Japan: Hokkaido, Honshu, and Kyushu. The Company holds a portfolio of 34 gold projects which cover areas with known gold occurrences, a history of mining and are prospective for high-grade epithermal gold mineralization. Japan Gold's leadership team represents decades of resource industry and business experience, and the Company has an operational team of geologists, drillers and technical advisors with experience exploring and operating in Japan.

Japan Gold has a country-wide alliance with Barrick Gold Corporation to jointly explore, develop, and mine certain gold mineral properties and mining projects. The Barrick Alliance has completed a successful two-and-a-half-year country-wide screening program of 29 projects and has selected six with the potential to host Tier 1 or Tier 2 gold ore bodies for further advancement and two more recently acquired projects and three project extensions for initial evaluation.

Japan Gold Corp.
John Proust
Chairman & CEO

For further information, please contact:
Brenda Dayton
Vice President, Corporate Communications
Telephone: 778.725.1486
Email: bdayton@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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/183975

FAQ

What happened at Japan Gold Corp.'s annual general meeting?

All resolutions were passed and directors were re-elected.

What is the new Compensation Plan?

It governs the granting of stock options and share units to directors, officers, employees, and consultants.

How many Options does the Company currently have outstanding?

The Company currently has 19,905,000 Options outstanding.

How many Awards are available for grant?

There are 5,746,547 Awards available for grant.

Who were confirmed as members of the Board Committees?

Members of the Audit Committee, Compensation Committee, and Nomination/Corporate Governance Committee were confirmed.

Who was re-appointed as auditor for the Company?

KPMG, LLP was re-appointed as auditor for the Company.