Southern Arc Announces Strategic Financing by Japan Gold Corp. with Goldcorp Inc. and RCF Opportunities Fund L.P.
Vancouver, British Columbia--(Newsfile Corp. - December 12, 2018) - Southern Arc Minerals Inc. (TSXV: SA) ("Southern Arc" or the "Company") is pleased to announce that Japan Gold Corp. ("Japan Gold") intends to raise approximately $6.65 million (the "Offering") through the issuance of 44,333,334 common shares (each a "Share") at a price of $0.15 per Share (the "Issue Price") by way of a private placement to certain strategic investors, including Goldcorp Inc. (TSX: G) (NYSE: GG) ("Goldcorp") and RCF Opportunities Fund L.P. ("RCF Opps"). As part of the Offering, Goldcorp has agreed to subscribe for 22,602,634 Shares and RCF Opps has agreed to subscribe for 10,000,000 Shares of Japan Gold, representing 19.9% and 8.8% of the issued and outstanding common shares of Japan Gold, respectively, upon completion of the Offering.
Southern Arc Minerals Inc. ("Southern Arc") has additionally agreed to purchase 10,000,000 Shares under the Offering. Concurrently with closing of the Offering, Southern Arc intends to effect a private sale (the "Trade") of 10,000,000 Shares that it currently owns to funds managed by a global investment manager. Southern Arc has concurrently filed a Notice of Intention to Distribute Securities under Section 2.8 of National Instrument 45-102 - Resale of Securities ("NI 45-102") in order to permit it to effect the Trade upon expiry of the requisite seven-day notice period under NI 45-102. Following the Trade, if consummated, there will be no change in the total number of Shares of Japan Gold held by Southern Arc, which will then represent a 31.9% ownership position in Japan Gold, and the funds acquiring such Shares will acquire freely-tradable shares.
John Proust, Chairman & CEO of Southern Arc, commented: "We are very pleased to see the announcement of this strategic investment in Japan Gold involving Goldcorp, among the world's largest gold producers, and RCF Opportunities Fund L.P., managed by a pre-eminent mining-focused private equity fund manager. The financing will fund Japan Gold's objective which is to unlock the mineral potential of Japan."
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This news release contains forward-looking statements relating to the Offering of Japan Gold and the sale and purchase of shares of Japan Gold by Southern Arc. The closing of the Offering and the sale and purchase of Japan Gold's shares are subject to certain risks and uncertainties, such as general economic, market and business conditions, regulatory approval, new legislation, uncertainties resulting from potential delays or changes in plans, uncertainties regarding the Company's and Japan Gold's ability to execute and implement future plans, and the occurrence of unexpected events. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors.
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