Japan Gold Announces Strategic Alliance with Solidcore Resources plc 50% Premium to Market Equity Financing and Debt Conversion Royalty Sale to OR Royalties Inc. Resulting in $50 Million of Committed Capital

Japan Gold secures multi-year, largely non-dilutive funding and new strategic investors while giving Solidcore staged earn-in rights on core projects.

Rhea-AI Summary

Japan Gold (JGLDF) formed a strategic alliance with Solidcore Resources, combining equity, earn-in funding and royalty proceeds for up to $50 million of committed capital.

Solidcore will fully fund a 3‑year exploration program of $35 million (US$25 million) on five Target Areas, giving it a 49% interest in up to five joint ventures, with options to increase to 70% by sole‑funding a Pre‑Feasibility Study and to 80% by sole‑funding a Bankable Feasibility Study. Japan Gold receives a US$500,000 annual management fee within this budget.

Two concurrent private placements raised $10.5 million at $0.12 per unit/share, a 50% premium, giving Solidcore 18.81% (19.9% partially diluted) and allowing Equinox to maintain 29.3% ownership and convert $2.76 million of debentures, leaving Japan Gold debt‑free. OR Royalties will pay US$3 million to lift its royalty to 2%. Solidcore also secures two board seats.

Positive

• $35 million fully funded 3-year exploration on five Target Areas
• Equity financings raise $10.5 million at a 50% share-price premium
• Equinox converts $2.76 million debentures plus interest; Japan Gold becomes debt free
• OR Royalties exercises option for US$3 million, lifting royalty to 2%
• Solidcore can provide up to $769,947 more on full warrant exercise
• Japan Gold earns US$500,000 per year in management fees within Alliance budget

Negative

• Solidcore can earn up to 80% project interest, leaving Japan Gold at 20% or less
• Royalty increase from 1.5% to 2% raises future project royalty burden
• Right of first refusal limits third-party access to Pipeline Areas during Alliance

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - September 23, 2026) - Japan Gold Corp. (TSXV: JG) (OTCQB: JGLDF) ("Japan Gold" or the "Company") is pleased to announce that it has formed a strategic alliance (the "Alliance") with Solidcore Resources plc (AIX: CORE) (CORE: K) ("Solidcore"). Solidcore has committed to funding $35 million (US$25 million) on 5 areas (the "Target Areas") of the Japan Gold portfolio. Concurrently with the formation of the Alliance, Solidcore and Equinox Partners Investment Management, LLC ("Equinox") have closed 2 equity financings in Japan Gold totalling $10.5 million at a 50% premium to the Company's market price. The equity financing will allow Japan Gold to continue to conduct exploration work focussed on the balance of its 22 other projects (the "Pipeline Areas"), create enhanced drilling capacity and fund general working capital. The Alliance and concurrent equity financing aim to accelerate exploration on district-scale prospective epithermal gold projects across the 3 main islands of Japan.

Solidcore is a leading gold mining company with 2025 production of approximately 400,000 ounces of gold from two operating mines, including one of the largest gold mines in Kazakhstan, and a downstream US$1 billion pressure oxidation concentrate processing plant, currently under construction slated to begin operations in late 2028. Solidcore's free cash flow in 2025 was US$348 million. Solidcore is listed in Kazakhstan on the Astana International Exchange (AIX) and has a US$5.5 billion market capitalization. Solidcore was previously listed on the London Stock Exchange as Polymetal International plc.

Solidcore Strategic Alliance Highlights:

• Earn-In Agreement with a Commitment to Spend $35 Million (US$25 Million) over 36 Months: Non-dilutive financing focused on 5 Target Areas. Completing the committed funding will provide Solidcore the option to earn a 49% interest in as many as 5 joint ventures, each of which will hold a single Target Area.

• Option to Earn Up to 70% Interest: Following the committed $35 million expenditure (US$25 million), Solidcore will have the option to increase its interest to 70% in any joint ventures that have been formed by solely funding a Pre-Feasibility Study within 3 years of the formation of the joint venture.

• Option to Earn Up to 80% Interest: Following the completion of the Pre- Feasibility Study for any joint venture, Solidcore will have the option to increase its interest in that joint venture to 80% by solely funding a Bankable Feasibility Study within 3 years of the completion of the Pre-Feasibility Study.

• Production Funding or Royalty Conversion: Following the completion of a Bankable Feasibility Study in a joint venture, Japan Gold can choose to participate in funding its 20% of the costs to fund to production, sell ½ of its interest (10%) to Solidcore and convert the remaining 10% into a 1% NSR or sell its 20% interest to Solidcore.

• Equity Financing Totalling $10.5 Million: Two separate private placements have closed in conjunction with the Alliance totalling $10.5 million. Japan Gold raised $9.5 million by issuing units priced at $0.12 per unit to Solidcore and $1 million by issuing common shares at $0.12 per share to Equinox. The units and shares were issued at a 50% premium to the current market price of the Company's shares. Solidcore's purchase of units represent a 19.9% interest in Japan Gold on a partially diluted basis.

• Conversion of US$2 Million (C$2,763,000) of Convertible Debentures: Equinox, in addition to the Equinox Private Placement (as defined below), has converted $2,763,000 in previously issued convertible debentures and $88,754 of interest on the debentures into 23,764,611 common shares of the Company at $0.12 per share. Consequently, Japan Gold is debt free after converting the convertible debentures.

• US$3 Million Royalty Interest Option Exercise: Japan Gold's existing royalty partner, OR Royalties Inc. ("OR Royalties"), has committed to exercise its royalty option to acquire an additional 0.5% royalty in all of the Japan Gold properties in consideration for US$3 million, thereby increasing their existing royalty interest from 1.5% to 2% (the "Royalty Sale"). Closing of the non-dilutive Royalty Sale is expected to occur no later than November 4, 2026.

• Japan Gold Board of Directors Enhanced Through Appointment of New Directors: Japan Gold has appointed two Solidcore nominees to Japan Gold's Board of Directors, Mr. Victor Flores and Ms. Tania Tchedaeva.

Management Commentary

John Proust, Chairman and CEO of Japan Gold said, "We are delighted to announce the Alliance with Solidcore, a focused and motivated technical and financial partner with a long-term growth strategy and a leading position in the gold industry. The vision of Solidcore CEO Vitaly Nesis of reserve growth through expanded geographic diversification is perfectly timed with Japan Gold's extensive formative work over the past decade as the first mover in Japan. We have assembled a highly prospective and strategically important portfolio in one of the world's best yet underexplored gold jurisdictions. The Alliance with Solidcore creates a meaningful opportunity to leverage our technical and operational expertise across district-scale targets in Japan". Mr. Proust added, "We are aligned with Solidcore in our strategic vision, and we look forward to advancing multiple projects through committed, well-funded, staged exploration programs designed to identify significant long-term value."

Vitaly Nesis, CEO of Solidcore stated, "Japan Gold's portfolio contains large-scale underexplored gold districts, in close proximity to past producing mines, that have the potential to create significant long-term value. Solidcore has selected five of these areas for focussed near term exploration." Mr. Nesis added, "John Proust and the team have built a compelling exploration portfolio in Japan, anchored by a disciplined, technical approach to project generation and targeting and deep relationships with government, industry and community stakeholders. The Alliance allows us to focus capital and expertise on five high-priority projects, accelerating the path to discovery in a safe, stable and highly prospective jurisdiction. With Japan Gold's well-established operational capabilities, we look forward to rapidly advancing exploration with the aim of fulfilling Solidcore's goals of future reserve growth and expanded geographic diversification."

Strategic Investment - Private Placement

In connection with the Alliance, Solidcore became a strategic investor in the Company through a private placement financing (the "Solidcore Private Placement") of 18.81% of the issued and outstanding common shares of the Company ("Common Shares"). The Solidcore Private Placement consists of 78,775,000 units ("Units") of the Company at a price of $0.12 per Unit for gross proceeds of $9,453,000. Each Unit comprises one Common Share and 0.0724 of a Common Share purchase warrant (each full warrant, a "Warrant") for a total of 5,703,310 Warrants. Each Warrant will entitle Solidcore to purchase one additional Common Share for $0.135 for a period of 3 years from the date of closing (the "Closing") for proceeds of $769,947 if all Warrants are exercised. Upon the full exercise of the Warrants held by Solidcore, Solidcore will own, on a partially diluted basis, 19.9% of the issued and outstanding Common Shares. Solidcore has the right to maintain its pro-rata percentage ownership in future financings.

Equinox, a major shareholder of the Company, showed its continued support for Japan Gold by subscribing for 8,908,915 common shares of the Company at C$0.12 for proceeds of $1,069,070 ("Equinox Private Placement"). In addition to the Equinox Private Placement, Equinox has converted $2,763,000 of previously issued convertible debentures (the "Convertible Debentures") including accrued and unpaid interest in the amount of $88,754, into 23,764,611 common shares of the Company at a conversion price of C$0.12 per share. Upon completion of the Solidcore Private Placement, the Equinox Private Placement, and the conversion of principal and interest amounts under the Convertible Debentures, Equinox will maintain its 29.3% ownership of the Company's common shares.

All common shares issued pursuant to the Solidcore Private Placement, the Equinox Private Placement, and the conversion of interest under the Convertible Debentures will be subject to a statutory hold period expiring four months and one day after their issuance, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. Pursuant to the conversion of the principal amount of the Convertible Debentures, 11,608,331 common shares are subject to a statutory hold period expiring on October 23, 2026.

Royalty Sale

The Company also announces the Royalty Sale with OR Royalties, pursuant to which OR Royalties has agreed to exercise its right to acquire an additional 0.5% royalty in all properties in consideration for US$3 million, resulting in the increase of existing royalty interest from 1.5% to 2%.

The proceeds from the Solidcore Private Placement, the Equinox Private Placement and the Royalty Sale will be used to advance the Pipeline Areas, expand drilling capacity and for general working capital.

Alliance Phase

• Solidcore has selected five of Japan Gold's exploration Target Areas, which will be the focus of the Alliance.

• Solidcore will fully fund a 3-year exploration program on the Target Areas with a total exploration budget of $35 million.

• Japan Gold will receive an annual management fee of US$500,000, included in the Alliance budget, for overseeing exploration activities on the Target Areas.

• At the conclusion of the $35 million expenditure, the Alliance will end and Solidcore will have earned a 49% interest in as many as 5 joint ventures, each of which will be focused on one project.

• Japan Gold will initially own 51% of each joint venture that Solidcore has selected and Solidcore will own 49%. Solidcore will solely fund a separate business plan and budget for each joint venture.

• During the Alliance, Solidcore has a right of first refusal on Pipeline Areas in the event of a third-party offer.

• The Alliance will be governed by a joint management and technical advisory committee (the "Alliance Committee") consisting of two Solidcore representatives and two Japan Gold representatives, with Solidcore having the chairman's casting vote in the event of a deadlock. The Alliance Committee will provide input with respect to the preparation of exploration programs, budgets, community engagement and other matters pertaining to the Target Areas.

Joint Venture Phase

• Solidcore, at its sole discretion, will have the right to increase its interest to 70% in any joint venture, by sole funding a Pre-Feasibility Study within 3 years from the date that the joint venture is formed.

• Solidcore will be the Manager of the joint ventures unless it gives notice that it does not wish to increase its interest from 49% to 70%.

• Solidcore will have the right to further increase its interest to 80% in any of the joint ventures by solely funding a Bankable Feasibility Study within 3 years following the delivery of a Pre-Feasibility Study.

• Upon completion of a Bankable Feasibility Study, Japan Gold will have the right to:

a) Fund its 20% interest to production in any joint venture. In this funding scenario, Solidcore would be responsible for arranging all development debt financing and Japan Gold would be responsible for its equity portion of the financing,

b) Sell a 10% interest in a joint venture to Solidcore at a price based upon the metrics of the Bankable Feasibility Study and convert the remaining 10% interest to a 1% NSR, or

c) Sell its 20% interest in that joint venture to Solidcore at a price based upon the metrics of the Bankable Feasibility Study

Board Appointments

Solidcore has exercised its right to nominate two directors to join the Company's Board. In conjunction with the Alliance, the Company is also pleased to announce the appointments of Mr. Victor Flores and Ms. Tania Tchedaeva to the Board of Directors.

John Proust said, "We are pleased to welcome Victor and Tania to the Board. Victor is a seasoned gold mining and exploration executive with expertise in mine finance and development, strategic planning and operational optimization, which will be valuable as the Company advances its exploration portfolio. Tania brings extensive practical expertise in corporate governance, regulatory compliance, financing activity and stakeholder engagement across international operations and supporting boards through complex corporate transactions. The appointments reflect the strategic relationship of the Alliance with Solidcore and strengthen the Company's ability to execute on its growth strategy with added technical expertise and governance."

Victor Flores, an Advisor to Solidcore, is a highly accomplished mining and investment professional with over 35 years of experience in the precious metals sector. His career combines deep geological and exploration expertise with a strong track record in mine development, operational optimization, and capital markets.

He has held senior roles at leading global investment firms and financial institutions, including Orion Resource Partners, Paulson & Co., and HSBC, where he developed extensive experience in mine finance, asset optimization, strategic planning, and mergers and acquisitions. He was previously a Director of Polymetal International plc.

Most recently, Mr. Flores was Principal at Verum Metalla Advisors, where he advised mining companies on capital markets transactions, strategic initiatives, and due diligence processes, including debt financings, asset acquisitions, and portfolio optimization.

Mr. Flores holds a Bachelor of Geological Sciences and a Master of Arts in Energy and Mineral Resource Management from The University of Texas at Austin and is a Chartered Financial Analyst.

Tania Tchedaeva has served as Executive Vice President, Compliance and Corporate Governance, and Company Secretary for Solidcore Resources plc since 2011, where she advises on complex corporate and regulatory matters. Ms. Tchedaeva brings more than 20 years of experience in corporate governance, compliance, public company administration, mergers and acquisitions, corporate restructuring, and capital markets transactions. Her experience spans the UK and Canadian public markets, including premium London, AIM, TSX and TSX-V issuers.

Prior to her tenure with Solidcore, Ms. Tchedaeva held senior governance and company secretarial positions at Orsu Metals, and Oriel Resources. She brings extensive board-level expertise in corporate governance, transaction oversight, regulatory disclosure, compliance frameworks, and stakeholder engagement across international and emerging-market jurisdictions.

Ms. Tchedaeva holds a MSc in Finance from the London Business School and is a Fellow of The Chartered Governance Institute, combining strong governance credentials with deep practical experience in the global mining sector. She was named one of the 100 Global Inspirational Women in Mining (WIM100) in 2020. Ms. Tchedaeva is a regular speaker and panellist on corporate governance, stakeholder engagement, diversity, and governance in emerging-market mining and has co-authored A Guide for Directors, Kazakhstan, a practical guide to corporate governance and board responsibilities.

RSU and Stock Option Grants

The Company also announces that it has granted an aggregate of 17,900,000 restricted share units ("RSUs") in accordance with the Company's Equity Incentive Plan (the "Plan"), and subject to TSXV approval. Of the RSUs granted, 14,050,000 were granted to directors of the Company, 2,300,000 were granted to officers of the Company and 1,550,000 were granted to employees and consultants of the Company. The RSUs are subject to vesting pursuant to which 1/2 of the RSUs will vest on the first anniversary of the date of grant and 1/2 will vest on the second anniversary of the date of grant.

The Company has also granted an aggregate of 3,545,000 stock options in accordance with the Plan. Of the options granted, 350,000 were granted to an Investor Relations Service Provider and 3,195,000 were granted to employees and consultants of the Company. The stock options are exercisable at a price of $0.12 per share until September 22, 2031. The stock options are subject to vesting pursuant to which 1/3 of the options will vest on the date of grant, 1/3 will vest six months from the date of grant, and 1/3 will vest 12 months from the date of grant, other than the 350,000 options granted to the Investor Relations Service Provider, which are subject to vesting pursuant to which 1/4 of the options will vest six months from the date of grant and 1/4 will vest every six months thereafter.

Early Warning Disclosure

Immediately prior to the completion of the Solidcore Private Placement, Solidcore did not beneficially own or control any Common Shares or other securities of Japan Gold. Following the completion of the Private Placement, Solidcore beneficially owns and controls 78,775,000 Common Shares and 5,703,310 Warrants, representing approximately 18.81% of the issued and outstanding Common Shares on a non-diluted basis and approximately 19.9% of the Common Shares on a partially-diluted basis (assuming the exercise in full of the Warrants held by Solidcore only, in accordance with their terms).

Solidcore has acquired the Units for investment purposes. Solidcore will continue to monitor the business, prospects, financial condition and potential capital requirements of Japan Gold. Depending on its evaluation of these and other factors, Solidcore may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over securities of Japan Gold through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed in (a) through (k) of Form 62-103F1 - Required Disclosure Under the Early Warning Requirements. Pursuant to an investor rights agreement entered into between Solidcore and Japan Gold in connection with the Solidcore Private Placement, Solidcore nominated Mr. Victor Flores and Ms. Tania Tchedaeva to Japan Gold's Board of Directors and has been granted the right to participate in certain security issuances of Japan Gold in order to maintain its then-current pro rata ownership interest.

For the purposes of this news release and the early warning disclosure herein, the number and percentages of Common Shares beneficially owned or controlled by Solidcore are calculated based on the Company having issued and outstanding: (i) 307,441,525 Common Shares immediately prior to the Solidcore Private Placement; and (ii) 418,890,051 Common Shares immediately following completion of the Solidcore Private Placement, the Equinox Private Placement and the conversion of the Convertible Debentures.

This portion of this news release is being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report will be filed on SEDAR+ (www.sedarplus.ca) under Japan Gold's issuer profile. Persons who wish to obtain a copy of the early warning report to be filed by Solidcore in connection with this transaction may obtain a copy of such report from www.sedarplus.ca or by contacting Kirill Kuznetsov at +7.7172.476.655.

Japan Gold's head office is located at Suite 650, 669 Howe Street, Vancouver, British Columbia, V6C 0B4, Canada. Solidcore's address is Office 1306, 10 Dinmukhamed Qonayev, 010000, Esil District, Astana, Kazakhstan.

Qualified Person

The technical information in this news release has been reviewed and approved by Japan Gold's Vice President of Exploration, Jason Letto, B.Sc., P.Geo., who is a Qualified Person as defined by National Instrument 43-101.

About Solidcore

Solidcore is a leading gold mining company with 2025 production of approximately 400,000 ounces of gold from two operating mines, including one of the largest gold mines in Kazakhstan, and a downstream US$1 billion pressure oxidation concentrate processing plant, currently under construction and slated to begin operations in late 2028. Solidcore's free cash flow in 2025 was US$348 million. Solidcore is listed in Kazakhstan on the Astana International Exchange (AIX) and has a US$5.5 billion market capitalization. Solidcore was previously listed on the London Stock Exchange as Polymetal International plc.

About Japan Gold Corp.

Canada-based Japan Gold Corp. is the largest mineral exploration company in Japan, with a portfolio of more than 3,000 sq km of prospective mineral rights covering regions known for gold mineralization and a history of high-grade epithermal gold production. Japan offers a compelling combination of highly prospective yet underexplored geology, well-developed infrastructure, and a stable mining jurisdiction. Over the past decade, Japan Gold's leadership team, including geologists, drillers, and technical advisors, have built deep technical capabilities and unmatched in-country expertise. Their extensive experience in exploration and operations, combined with a proven track record of discoveries worldwide, positions the company as the leading explorer in the country.

As a project generator, Japan Gold focuses on acquiring and advancing high-quality exploration projects, with the goal of generating exploration upside for joint venture partners, providing long-term upside for shareholders while minimizing dilution.

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, including: fulfillment of the $35 million funding commitment of Solidcore pursuant to the Alliance; completion of the Royalty Sale; the Company's future exploration programs and expectations to advance exploration; the use of proceeds from the Solidcore Private Placement, the Equinox Private Placement, and the Royalty Sale; the Company receiving the annual management fee of US$500,000 from Solidcore; and any statements related to the joint ventures and the rights of the parties under the joint ventures. 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, general economic, market and business conditions; the stability of the financial and capital markets; 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; 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; 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.

Appendix - Target Areas and Pipeline Areas

Hokkaido: Target Areas and Pipeline Areas

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https://images.newsfilecorp.com/files/5665/315650_53f270f37441da91_001full.jpg

Honshu (Noto Peninsula): Pipeline Areas

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https://images.newsfilecorp.com/files/5665/315650_53f270f37441da91_002full.jpg

Middle Kyushu: Target Area and Pipeline Area

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https://images.newsfilecorp.com/files/5665/315650_53f270f37441da91_003full.jpg

Southern Kyushu: Target Area and Pipeline Areas

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Hishikari Mine Reference: Sumitomo Metal Mining Co. Ltd., Integrated Report, September 2025

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315650

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How will ownership in the joint ventures between Japan Gold and Solidcore evolve over time?

After Solidcore spends $35 million over 3 years, each selected Target Area becomes a joint venture with Japan Gold at 51% and Solidcore at 49%. Solidcore may raise its stake to 70% in any joint venture by solely funding a Pre‑Feasibility Study within 3 years of that JV’s formation, and then to 80% by solely funding a Bankable Feasibility Study within 3 years of completing the Pre‑Feasibility Study.

What options does Japan Gold have once a Bankable Feasibility Study is completed?

Upon completion of a Bankable Feasibility Study, Japan Gold can: (a) fund its 20% interest to production, with Solidcore arranging all development debt and Japan Gold contributing its equity portion; (b) sell 10% of the joint venture to Solidcore, converting its remaining 10% into a 1% NSR; or (c) sell its full 20% interest to Solidcore, with pricing in options (b) and (c) based on Bankable Feasibility Study metrics.

How are the proceeds from the financings and royalty sale intended to be used?

Japan Gold plans to use proceeds from the Solidcore private placement, the Equinox private placement and the US$3 million Royalty Sale to advance its 22 Pipeline Areas, expand drilling capacity, and fund general working capital, while the Alliance budget covers exploration on the five Target Areas.

What rights does Solidcore gain regarding future financings and Japan Gold’s projects?

Solidcore has the right to maintain its pro‑rata ownership in future financings and, during the Alliance, holds a right of first refusal over the Pipeline Areas if Japan Gold receives a third‑party offer. The Alliance is overseen by a four‑member committee, with two representatives from each company and a casting vote held by Solidcore’s chair in the event of a deadlock.

What changes occur to Japan Gold’s board under this agreement?

Solidcore has exercised its right to nominate two directors to Japan Gold’s board. Japan Gold has appointed Victor Flores and Tania Tchedaeva, both senior mining and governance professionals, as directors, reflecting the strategic nature of the Alliance and adding technical, financial and corporate governance expertise.