Japan Gold has announced a strategic alliance with Solidcore Resources, alongside equity financings and a royalty transaction representing approximately C$50 million in combined committed capital. The arrangements include a C$35 million exploration commitment from Solidcore, approximately C$10.5 million in completed equity financings, and a planned US$3 million royalty sale to OR Royalties. The equity placements were completed at a 50% premium to Japan Gold’s market share price at the time of the transaction.
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.pdf
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.pdf
The agreement establishes a strategic partnership between Japan Gold and Solidcore to accelerate exploration across a portfolio of prospective gold projects located on Japan’s three main islands.
Solidcore has committed to fund C$35 million, equivalent to approximately US$25 million, in exploration expenditures over 36 months across five selected areas of Japan Gold’s project portfolio.
The five projects will form the initial focus of the alliance, with exploration programs designed to identify and advance potential district-scale gold deposits.
Upon completing its committed expenditures, Solidcore will have the option to earn a 49% interest in as many as five joint ventures, each holding one of the selected target areas.
Japan Gold will initially retain a 51% interest in each joint venture established under the agreement.
Solidcore will also have the opportunity to increase its ownership as individual projects advance through additional technical and economic studies.
The company can increase its ownership to 70% by solely funding a pre-feasibility study within three years of the formation of a joint venture.
Following completion of that study, Solidcore can increase its ownership to 80% by solely funding a bankable feasibility study within an additional three-year period.
These provisions establish a staged development structure under which Solidcore can earn additional project ownership by financing increasingly advanced exploration and development activities.
Once a bankable feasibility study is completed for a project, Japan Gold will have several options for its remaining ownership interest.
It can retain its 20% interest and participate in funding construction, sell half its interest and convert the remaining portion into a 1% net smelter return royalty, or sell its entire 20% interest to Solidcore.
Under the first option, Solidcore would arrange development debt financing, while Japan Gold would be responsible for its share of the equity financing required to advance the project into production.
The agreement also provides Japan Gold with an annual management fee of US$500,000, included in the alliance’s exploration budget, for overseeing activities across the selected target areas.
The alliance will be governed by a management and technical advisory committee comprising two representatives from each company.
Solidcore will hold the committee chairmanship and have a casting vote in the event of a deadlock.
In addition to the exploration commitment, Solidcore has completed an approximately C$9.45 million strategic equity investment in Japan Gold.
The transaction involved the issuance of 78,775,000 units at C$0.12 per unit, generating gross proceeds of C$9,453,000.
Each unit consists of one common share and a fractional warrant. Collectively, the transaction issued 5,703,310 warrants, each exercisable at C$0.135 per share for three years.
The equity placement gives Solidcore approximately 18.81% of Japan Gold’s outstanding common shares. Upon full exercise of its warrants, Solidcore’s ownership would increase to approximately 19.9% on a partially diluted basis.
Solidcore has also received the right to maintain its proportionate ownership interest through participation in certain future financings.
Japan Gold’s existing major shareholder, Equinox Partners Investment Management, completed a separate private placement involving 8,908,915 common shares at C$0.12 per share, generating approximately C$1.07 million.
Together, the Solidcore and Equinox placements raised approximately C$10.5 million in gross proceeds.
Equinox also converted C$2.763 million in existing convertible debentures and C$88,754 in accrued interest into 23,764,611 common shares at a conversion price of C$0.12 per share.
The conversion eliminated Japan Gold’s outstanding convertible debt, leaving the company debt-free following the transaction.
After the equity placements and debt conversion, Equinox will maintain an approximately 29.3% ownership interest in Japan Gold.
The equity financing proceeds will support exploration across the 22 remaining projects in Japan Gold’s portfolio that are not included among Solidcore’s five initial target areas.
The capital will also enable Japan Gold to expand its drilling capacity and fund general working capital.
Alongside the strategic alliance and equity financings, Japan Gold has reached an agreement with OR Royalties, its existing royalty partner.
OR Royalties has committed to exercise its option to acquire an additional 0.5% royalty interest across all Japan Gold properties for US$3 million.
The transaction will increase OR Royalties’ existing royalty interest from 1.5% to 2%.
Closing of the royalty sale is expected to occur no later than November 4, 2026.
The royalty transaction will provide Japan Gold with additional nondilutive capital, complementing the company’s equity financing and exploration agreement.
The approximately C$50 million announced represents a combination of committed project expenditures, completed equity proceeds, and the planned royalty transaction, rather than cash proceeds received entirely by Japan Gold at closing. The debt conversion is a separate balance-sheet transaction.
Solidcore brings significant financial and operational resources to the alliance.
The company produced approximately 400,000 ounces of gold during 2025 from two operating mines, including a major gold mining operation in Kazakhstan.
It generated US$348 million in free cash flow during 2025 and is developing a US$1 billion pressure oxidation concentrate processing plant, which is scheduled to begin operations in late 2028.
Formerly listed on the London Stock Exchange as Polymetal International, Solidcore is currently listed on Kazakhstan’s Astana International Exchange.
The strategic alliance also includes changes to Japan Gold’s board of directors.
Solidcore has nominated Victor Flores and Tania Tchedaeva, both of whom have been appointed to the Japan Gold board.
Flores brings more than 35 years of experience in the precious metals sector, including senior positions at Orion Resource Partners, Paulson & Co., and HSBC. His background spans mining finance, exploration, project development, and capital markets.
Tchedaeva serves as Executive Vice President of Compliance and Corporate Governance and Company Secretary at Solidcore, where she has worked since 2011.
She brings more than 20 years of experience in corporate governance, financing, regulatory compliance, and international mining transactions.
The addition of both directors expands Japan Gold’s technical, financial, and governance expertise as the company advances its exploration portfolio.
Through the partnership, Japan Gold aims to accelerate the development of its selected exploration projects while maintaining ownership interests in potential discoveries and retaining access to additional capital for its broader portfolio.
KEY QUOTES:
“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.”
John Proust, Chairman And CEO Of Japan Gold
“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.”
Vitaly Nesis, CEO Of Solidcore Resources
