Financing type:  non-brokered private placement

Offering:  $1,393,000 principal amount of convertible debenture, convertible into up to 12,663,636 listed shares

Conversion price:  the greater of: (i) the most recent closing market price of Japan Gold's common shares on the TSX Venture Exchange (or if the common shares are no longer listed for trading on the TSX Venture Exchange, then such other designated stock exchange where the majority of the trading occurs) on the date that the accrued interest becomes payable; (ii) 11 cents; and (iii) the price per security in a future financing event consisting of any sale of common shares (or units consisting of common shares and warrants) by Japan Gold, or the conversion, exchange or exercise price of any convertible debt issued by Japan Gold in a future financing event consisting of the issuance of any convertible debt by Japan Gold where a future financing event will be considered the most recent issuance and sale of securities by Japan Gold in which Japan Gold issues or sells any common shares (or units consisting of common shares and warrants), or in which Japan Gold issues or sells any convertible debt security issued by the issuer by way of a private placement during the 12-month period immediately following the closing date of the offering, provided that such future financing event results in gross offering proceeds of not less than $2-million

Maturity date:  three years from date of issuance

Interest rate:  10.0 per cent per annum (Exchange approval is required for the issuance of any additional common shares to satisfy interest portions.)

Disclosure:  Refer to the company's news releases dated June 12, 2026, and June 23, 2026.