Japan Gold Appoints Cailey Barker to Advisory Board

Rhea-AI Summary

Japan Gold Corp. (JGLDF) has appointed Cailey Barker to its Advisory Board. Barker brings over 30 years of mining and finance experience, most recently serving as Portfolio Manager and Head of Mining at BlackRock Investment Management. He joins existing advisor Paul Harbidge, who has extensive experience in mining exploration and notable achievements including leading GT Gold to a CDN$456 million acquisition by Newmont Mining.

The company granted 300,000 restricted share units to Barker, vesting over two years. Several advisors, including Mitsuhiko Yamada, John Carlile, Robert Gallagher, and Dr. Steve Garwin, have stepped down.

Additionally, Japan Gold has secured a $140,000 loan from a company director, due March 18, 2025, with a 12% annual interest rate. The company will issue 2 million non-transferrable share purchase warrants at $0.07 per share as consideration, subject to TSX Venture Exchange approval.

Positive

• Appointment of experienced mining finance executive Cailey Barker strengthens advisory team
• Secured $140,000 in short-term working capital financing

Negative

• 12% interest rate on new loan indicates relatively high borrowing costs
• Potential dilution from 2 million warrant issuance at $0.07 per share
• Loss of four experienced advisors could impact strategic guidance

Vancouver, British Columbia--(Newsfile Corp. - January 17, 2025) - Japan Gold Corp. (TSXV: JG) (OTCQB: JGLDF) ("Japan Gold" or the "Company") is pleased to announce the appointment of Mr. Cailey Barker to its Advisory Board.

Mr. Barker's experience in the mining and finance industry spans over 30 years, having most recently served as Portfolio Manager at BlackRock Investment Management, where he also held concurrent roles as Head of Mining and Head of Research. Before joining BlackRock, he was a top ranked Senior Mining Analyst at several sell-side institutions including Numis Securities and Royal Bank of Canada, as well as industry consultancy Brook Hunt (now Wood Mackenzie). Mr. Barker is also an entrepreneur and small business executive and has a deep understanding of the mining industry, having started his career as an exploration geologist in Africa. He holds a BSc in Geology from the University of Southampton and an MSc in Mineral Deposit Evaluation from the Royal School of Mines, and is a Fellow of The Geological Society, a Fellow of the Society of Economic Geologists and is a Member of The Institute of Materials, Minerals and Mining.

"On behalf of the Board, I am delighted to welcome Cailey as an Advisor to Japan Gold, bringing his extensive technical knowledge and depth of experience in mining finance, resource operations and corporate leadership to help guide the Company into its new phase of development," said Mr. John Proust, Chairman and CEO.

Mr. Barker joins Mr. Paul Harbidge, an existing Advisory Board member. Mr. Harbidge is a geologist with more than 30 years of experience in mining exploration and development with a proven track record of discovering world class gold deposits. He is President, CEO and Director of Faraday Copper Corp. and Chairman and Director of Fireweed Metals Corp. He was previously the President and CEO of GT Gold and led the company to a CDN$456 million acquisition by Newmont Mining Corp. in May 2021. Prior to this, Mr. Harbidge was the Senior Vice President of Exploration at the multinational gold mining company Goldcorp Inc. from 2016 until its acquisition by Newmont Mining Corp. in April 2019. Prior to that, he successfully led the exploration team at Randgold Resources Ltd., resulting in five major gold discoveries including the +5Moz Gounkoto deposit in the Loulo area of Mali and the +4Moz Massawa deposit in Senegal. Mr. Harbidge is also a technical advisor to Kalo Gold in Fiji, Maple Goldmines in Canada and Gemdale Gold in Finland. He holds a First-class Honours Degree in Geology from Kingston University, London (UK) and a Master of Science in Mineral Exploration and Mining Geology from Leicester University (UK).

In connection with Mr. Barker's appointment, the Company has granted 300,000 restricted share units, each, ("RSUs"). The RSUs will vest over two years from the grant date.

The Company also announces that Messrs. Mitsuhiko Yamada, John Carlile, Robert Gallagher and Dr. Steve Garwin have stepped down as advisors and thanks them for their valuable contributions over many years of service.

In particular, the Company wishes to thank Mr. Yamada for the years he served as a Board Member, as Representing Director of the Company's wholly owned subsidiary, Japan Gold KK, and as a strategic Advisor. Mr. Yamada was a founding Director of the Company until his retirement from the Board in 2022. Before joining Japan Gold, Mr. Yamada held the roles of Executive Officer and General Manager of Mineral Resources for Sumitomo Corporation. His vast knowledge of international resource development and the Japanese mining landscape helped shape the Company's exploration strategy and provided valuable insight into its operations.

Further, the Company announces that it has entered into a loan agreement (the "Agreement") with a director of the Company (the "Lender") for $140,000 (the "Loan").

The Loan is repayable in full by March 18, 2025, or such earlier date as the Company may elect, and bears interest at a rate of 12% per annum. The Company intends to use proceeds of the Loan for short-term working capital purposes.

Pursuant to the Agreement, and subject to approval of the TSX Venture Exchange, the Company has agreed to issue the Lender 2,000,000 non-transferrable share purchase warrants ("Bonus Warrants") as consideration for providing the Loan. Each Bonus Warrant will entitle the Lender to purchase one common share of the Company at an exercise price of $0.07 for a period of 12 months following the date of issuance.

The Lender is considered an "insider" of the Company, and therefore the Loan and issuance of Bonus Warrants are each considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the formal valuation exemption in section 5.5(b) of MI 61-101 and upon the minority approval exemption in section 5.7(1)(a)of MI 61-101 on the basis that, at the time the Loan was made, and the time the Bonus Warrants will be issued, neither the fair market value of the subject matter of, nor the fair market value of the consideration will exceed 25% of the Company's market capitalization as determined in accordance with MI 61-101.

About Japan Gold Corp.

Japan Gold Corp. is a Canadian mineral company focused on the exploration and discovery of high-grade epithermal gold deposits across the main islands of Japan. The Company holds a significant portfolio of tenements covering areas with known gold occurrences, history of mining and prospective for high-grade epithermal gold mineralization in one of the most stable and under explored countries in the world. The Japan Gold leadership and operational team of geologists, drillers and technical advisors have extensive experience exploring and operating in Japan and have a track record of discoveries world-wide. Japan Gold has an alliance with Barrick Gold Corporation to jointly explore, develop and mine certain gold mineral properties and mining projects with the potential to host Tier 1 or Tier 2 gold ore bodies in Japan. Significant shareholders include Equinox Partners Investment Management LLC and Newmont Corporation.

On behalf of the Board of Japan Gold Corp.
John Proust
Chairman & CEO

For further information, please contact:
Alexia Helgason
Vice President, Corporate Communications
Phone: 604-417-1265
Email: ahelgason@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, terms of the Loan, the Company's proposed use of proceeds, the terms of the Bonus Warrants, the Company's receipt of TSX Venture Exchange approval in order to issue the Bonus Warrants, and anticipated results related to future partnerships and the Company's 2025 gold exploration program. These statements are forward-looking in nature and, as a result, are subject to certain risks and uncertainties that include, but are not limited to, the timing and granting of prospecting rights; the Company's ability to convert prospecting rights into digging rights within the timeframe prescribed by the Mining Act; general economic, market and business conditions; competition for qualified staff; the regulatory process and actions; technical issues; new legislation; potential delays or changes in plans; working in a new political jurisdiction; results of exploration; the Company's ability to execute and implement future plans, arrange or conclude a joint venture or partnership; and the occurrence of unexpected events. Actual results achieved may differ from the information provided herein and, consequently, readers are advised not to place undue reliance on forward-looking information. The forward-looking information contained herein speaks only as of the date of this News Release. The Company disclaims any intention or obligation to update or revise forward‐looking information or to explain any material difference between such and subsequent actual events, except as required by applicable laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/237528

FAQ

What experience does new JGLDF advisor Cailey Barker bring to Japan Gold?

Cailey Barker brings over 30 years of mining and finance experience, having served as Portfolio Manager at BlackRock Investment Management, Head of Mining and Research, and previously as a Senior Mining Analyst at Numis Securities and Royal Bank of Canada.

What are the terms of Japan Gold's (JGLDF) new loan agreement announced in January 2025?

The loan agreement is for $140,000, due March 18, 2025, with a 12% annual interest rate. It includes 2 million non-transferrable share purchase warrants at $0.07 per share as consideration.

How many advisors left Japan Gold (JGLDF) in January 2025?

Four advisors stepped down: Mitsuhiko Yamada, John Carlile, Robert Gallagher, and Dr. Steve Garwin.

What compensation did JGLDF grant to new advisor Cailey Barker?

Japan Gold granted Cailey Barker 300,000 restricted share units (RSUs) that will vest over two years from the grant date.