Japan Gold Corp. — Capital/Financing Update 2021

Jul 9, 2021

FORM 51-102F3 - MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Japan Gold Corp. (“ Japan Gold ” or the “ Company ”) Suite 650 – 669 Howe Street

Vancouver, BC V6C 0B4

2. DATE OF MATERIAL CHANGE

July 8, 2021

3. NEWS RELEASE

News release dated July 9, 2021 was disseminated through the facilities of Newsfile Corp.

4. SUMMARY OF MATERIAL CHANGE

Japan Gold announced that it has closed an upsized C$17 million non-brokered private placement (the “Private Placement”) of 48,571,429 shares of the Company (the “Shares”) at a price of C$0.35 per Share. It has previously announced on June 25, 2021 a non-brokered private placement of 42,857,143 common shares of the Company at a price of C$0.35 per share for gross proceeds of C$15,000,000.

5. FULL DESCRIPTION OF MATERIAL CHANGE

Japan Gold announced that it has closed an upsized C$17 million non-brokered private placement (the “Private Placement”) of 48,571,429 shares of the Company (the “Shares”) at a price of C$0.35 per Share. The net proceeds of the Private Placement will be used for drill programs, drill targeting and advanced exploration at the Company's two wholly-owned projects, Ikutahara and OhraTakamine, and for general working capital purposes. The Company would like to recognize CIBC, Hannam & Partners and Red Cloud Securities for their support in completing the financing.

The Company paid a total of $1,010,688 in cash and issued a total of 2,887,679 compensation warrants in connection with the Private Placement. The compensation warrants are exercisable at C$0.35 per common share for a period of 12 months from the date of closing. The Shares and compensation warrants will be subject to a hold period of four months in accordance with applicable securities laws, which expires on November 9, 2021.

In connection with the closing of the Private Placement, the Company issued Shares to one insider of the Company. The Company has determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") are available for the issuance of the Shares to the related party. The Company is relying on the exemptions from the formal valuation and minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the insider participation is not more than 25% of the Company's market capitalization. The Company will file a material change report in relation to the foregoing "related party transaction", on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) under the Company's profile at www.sedar.com. The Company did not file the material change report more than 21 days prior to the closing of the transaction due to the timing of the announcement and closing occurring in less than 21 days.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent United States registration or an applicable exemption from United States registration requirements

6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

N/A

7. OMITTED INFORMATION

N/A

8. EXECUTIVE OFFICER

John Proust, Chairman Telephone: (778) 725-1491

9. DATE OF REPORT

July 9, 2021