Japan Gold Announces Extension to Investment Agreement with OR Royalties for the Option to Purchase an Additional Net Smelter Return Royalty for US$3 million

Rhea-AI Summary

Japan Gold (OTCQB: JGLDF) granted OR Royalties a 9‑month extension to November 4, 2026, to acquire an additional 0.5% net smelter return (NSR) royalty by paying US$3.0 million.

The Amending Agreement lets OR Royalties raise its existing royalty from 1.5% to 2.0% if exercised. Japan Gold may accelerate the exercise date after May 5, 2026, with 30 days' notice if a JV with a mid‑tier or major requires ≥C$5.0 million cash investment into the company or covered properties. The amendment remains subject to TSX Venture Exchange approval.

Positive

• Option proceeds of US$3.0M available if OR Royalties exercises the 0.5% NSR option
• Existing royalty increased potential from 1.5% to 2.0% on covered properties

Negative

• Cash payment is deferred until exercise or November 4, 2026, delaying immediate proceeds
• Amending Agreement is subject to TSXV approval, creating regulatory timing risk

News Market Reaction – JGLDF

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-1.73% News Effect

On the day this news was published, JGLDF declined 1.73%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia--(Newsfile Corp. - February 5, 2026) - Japan Gold Corp. (TSXV: JG) (OTCQB: JGLDF) ("Japan Gold" or the "Company") is pleased to announce that it has granted a 9 month extension to OR Royalties Inc., ("OR Royalties") giving it the right to acquire an additional 0.5% royalty in certain properties in consideration for US$3 million. The agreement (the "Amending Agreement") gives OR Royalties until November 4, 2026, to exercise the right to increase their existing royalty interest from 1.5% to 2% by paying US $3 million to the Company.

After May 5, 2026, Japan Gold can accelerate the November 4, 2026 date by giving OR Royalties 30 days' notice, if the Company announces that it has entered into a joint venture or similar agreement with a mid-tier or major mining company, and that agreement requires the partner to invest a minimum of C$5.0 million in cash proceeds into Japan Gold or the properties covered by the royalty in favour of OR Royalties, within six (6) months of the date on which the joint venture agreement is executed.

Pursuant to the original agreement (see news release dated February 4, 2025), OR Royalties acquired an initial 1.5% net smelter return royalty on certain properties and assets in Japan for cash consideration of US$5,000,000.

The Amending Agreement is subject to the regulatory approval from the TSX Venture Exchange.

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. 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: +1(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 and anticipated results related to the Amending Agreement, the further investment of US$3 million in consideration for an additional royalty interest and joint ventures by the Company with third parties. 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 decision by OR Royalties to exercise its option to increase its royalty, 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/282820

FAQ

What did Japan Gold (JGLDF) announce about OR Royalties' royalty option on February 5, 2026?

Japan Gold extended OR Royalties' option to November 4, 2026, to buy an extra 0.5% NSR for US$3.0 million. According to the company, this would raise OR Royalties' stake from 1.5% to 2.0% on specified properties if exercised.

How can Japan Gold accelerate the November 4, 2026 exercise deadline for OR Royalties (JGLDF)?

Japan Gold can accelerate the exercise date after May 5, 2026, with 30 days' notice. According to the company, acceleration applies if a JV requires a partner to invest at least C$5.0 million into Japan Gold or the covered properties within six months.

What cash consideration will OR Royalties pay to increase its royalty on Japan Gold (JGLDF) properties?

OR Royalties may pay US$3.0 million to acquire the additional 0.5% NSR. According to the company, this payment would increase OR Royalties' royalty from 1.5% to 2.0% on the specified assets.

Does the Amending Agreement between Japan Gold and OR Royalties require regulatory approval for JGLDF shareholders?

Yes. The Amending Agreement is subject to approval from the TSX Venture Exchange. According to the company, the transaction cannot close until the exchange provides the required regulatory consent.

What was OR Royalties' original royalty purchase from Japan Gold and for how much (JGLDF)?

OR Royalties originally acquired a 1.5% NSR for US$5,000,000. According to the company, that initial transaction covered certain properties and assets in Japan under the original agreement dated February 4, 2025.