Mr. John Proust reports

JAPAN GOLD CLOSES PRIVATE PLACEMENT OF US$2 MILLION OF CONVERTIBLE DEBENTURES

Further to the news release of April 23, 2024, Japan Gold Corp. has closed a non-brokered private placement of unsecured convertible debentures for gross proceeds of $2-million (U.S.) ($2,755,000 (Canadian)) to a strategic investor.

The debentures will mature on April 29, 2027, being the date that is three years from the date of issuance. The principal amount of the debentures is convertible, at the election of the company at any time prior to the maturity date, into common shares of the company at a price of 13 cents per share.

The debentures bear interest from the date of issue until the maturity date or the date of conversion at a rate of 10 per cent per annum non-compounded and payable on the maturity date in shares. Subject to TSX Venture Exchange acceptance, any interest that has accrued in arrears on the principal amount outstanding under the debenture will be payable in shares at a price per share which equals the greater of the market price (as that term is defined in the policies of the TSX-V) or 13 cents on the date the accrued interest becomes payable.

In connection with the offering, the company has agreed to seek disinterested shareholder approval for the creation of a control person at the company's next annual general meeting, which is expected to be held in October, 2024. If such approval is received, the outstanding principal amount under the debentures will convert into shares at a price of 13 cents per share, in the case of the principal amount, and the greater of the market price and 13 cents per share, in the case of the interest.

The company intends to use the net proceeds of the offering for general and administrative costs for the company and its Japan-based subsidiary. The debentures and any shares issuable upon conversion will be subject to a statutory hold period of four months from the date of issuance of the debentures, expiring on Aug. 30, 2024. The offering and conversion of the debenture into shares remain subject to final approval by the TSX-V.

An insider of the company subscribed for the full amount of the offering, which constituted a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements under Section 5.5(a) and Section 5.7(1)(a) of MI 61-101 as the fair market value of the securities issued to the related party does not exceed 25 per cent of the company's market capitalization.

About Japan Gold Corp.

Japan Gold is a Canadian mineral exploration company focused on gold exploration across Japan. The company holds a large portfolio of prospecting applications and prospecting rights, which covers areas with known gold occurrences, has a history of mining and is prospective for high-grade epithermal gold mineralization. The Japan Gold leadership and operational team of geologists, drillers and technical advisers has extensive experience exploring and operating in Japan and has a record of discoveries worldwide.

Japan Gold has a countrywide alliance with Barrick Gold Corp. to jointly explore, develop and mine certain gold mineral properties and mining projects with the potential to host Tier 1 or Tier 2 gold orebodies in Japan.

We seek Safe Harbor.