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Japan Gold Corp
Sep 3, 2025 at 11:16 PM UTC
Sep 3
Sep 3, 2025 at 11:16 PM UTC
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Japan Gold: Financial StatementsQ2 - Jun 30, 2025



CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Unaudited - expressed in Canadian dollars)

JAPAN GOLD CORP. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS June 30, 2025 Notice of No Auditor Review

The accompanying unaudited condensed consolidated interim financial statements of Japan Gold Corp. for the six-month period ended June 30, 2025 have been prepared by the Company's management and approved by the Audit Committee and Board of Directors of the Company.

In accordance with National Instrument 51-102, the Company discloses that its independent auditor has not performed a review of these unaudited condensed consolidated interim financial statements.

August 21, 2025

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited - Expressed in Canadian dollars)

As at

June 30, 2025

December 31, 2024

Assets

Current

Cash and cash equivalents (Note 3)

$ 4,048,391

$

80,230

Restricted cash (Note 4)

910,077

237

Accounts receivable

151,768

735,306

Prepaid expenses and deposits

86,284

54,191

Non-current assets

5,196,520

869,964

Deposit

71,869

69,666

Exploration and evaluation assets (Note 4)

20,724,600

26,299,033

Property, plant and equipment (Note 5)

158,968

198,919

Total assets

$ 26,151,957

$

27,437,582

Liabilities

Current

Accounts payable and accrued liabilities (Note 4 and 7)

$ 1,538,830

$

940,048

Total liabilities

1,538,830

940,048

Shareholders' equity

Share capital (Note 6)

62,525,066

62,525,066

Contributed surplus

7,447,315

6,937,228

Accumulated other comprehensive loss

(4,377,252)

(4,761,437)

Deficit

(40,982,002)

(38,203,323)

Total shareholders' equity

24,613,127

26,497,534

Total liabilities and shareholders' equity

$ 26,151,957

$

27,437,582

Nature and continuance of operations (Note 1) Subsequent events (Notes 6 and 11)

Approved by the Board of Directors and authorized for issuance on August 21, 2025:

On behalf of the Board of Directors

"Murray Flanigan" Director "John Proust" Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited - expressed in Canadian dollars)

Three months ended June 30,

Three months ended June 30,

Six months ended June 30,

Six months ended June 30,

For the periods ended

2025

2024

2025

2024

Expenses

Consulting (Note 7)

$ 176,389

$ 125,031

$ 296,623

$ 250,211

Depreciation (Note 5)

1,768

1,238

3,506

2,193

Director fees (Note 7)

38,585

38,551

76,873

77,234

Filing and regulatory

5,385

5,455

38,503

34,594

Foreign exchange (income) loss

79,092

(8,228)

244,783

4,734

Insurance

12,885

17,161

34,584

31,818

Investor relations

96,059

106,745

198,572

298,092

Management fees (Note 7)

154,019

195,116

286,685

312,116

Occupancy and office (Note 7)

83,594

106,852

129,721

200,019

Professional fees

169,129

96,452

479,580

170,493

Project evaluation (Note 7)

149,756

197,765

393,250

361,761

Share-based compensation (Note 6)

225,714

51,573

510,087

54,030

Transfer agent

1,383

2,644

3,377

4,394

Travel

41,492

54,651

93,455

94,054

Loss before other items

1,235,250

991,006

2,789,599

1,895,743

Other items

Interest expense (Note 7)

-

45,920

1,381

45,920

Accretion expense

-

38,510

-

38,510

Unrealized gain on derivative liability

-

(713,450)

-

(713,450)

Interest income

(12,301)

(11,604)

(12,301)

(42,032)

(12,301)

(640,624)

(10,920)

(671,052)

Net loss for the period

1,222,949

350,382

2,778,679

1,224,691

Foreign exchange (income) loss on translation of

foreign operations

813,621

2,492

(384,185)

2,092,080

Net comprehensive loss for the period

$ 2,036,570

$ 352,874

$ 2,394,494

$ 3,316,771

Loss per share

Basic and diluted loss per share

$ (0.00)

$ (0.00)

$ (0.01)

$ (0.00)

Weighted average number of shares outstanding

278,854,217

256,515,479

278,854,217

256,515,479

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH

FLOWS

(Unaudited - expressed in Canadian dollars)

For the periods ended

June 30, 2025

June 30, 2024

Cash flows from operating activities

Net loss for the period

$ (2,778,679)

$ (1,224,691)

Adjustments for:

Share-based compensation (Note 6)

510,087

54,030

Depreciation (Note 5)

3,506

2,193

Interest income

(12,301)

(42,032)

Interest expense (Note 7)

1,381

45,920

Accretion expense

-

38,510

Unrealized gain on derivative liability

-

(713,450)

Unrealized foreign exchange loss

244,783

4,734

Changes in non-cash working capital items:

Accounts receivable, prepaid expenses and deposits

549,242

60,989

Accounts payable and accrued liabilities

301,998

(279,889)

Net cash used in operating activities

(1,179,983)

(2,053,686)

Cash flows from investing activities

Interest received

12,301

42,032

Exploration and evaluation expenditure (Note 4)

(664,693)

305,429

Acquisition of property, plant and equipment, net (Note 5)

-

(69,381)

Reimbursements of Barrick Alliance expenditures, net (Note 4)

(628,038)

(441,557)

Net cash used in investing activities

(1,280,430)

(163,477)

Cash flows from financing activities

Proceeds received from convertible debt, net of issuance costs

-

2,697,714

Proceeds received from royalty sale, net (Note 4)

7,029,050

-

Net cash from financing activities

7,029,050

2,697,714

Change in cash and cash equivalents during the period

$ 4,568,637

$ 480,551

Effect of foreign exchange on cash and cash equivalents

(600,476)

(67,518)

Cash and cash equivalents, beginning of the period

80,230

1,968,831

Cash and cash equivalents, end of the period

$ 4,048,391

$ 2,381,864

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

JAPAN GOLD CORP. JAPAN GOLD CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE PERIODS ENDED MARCH 31, 2024 AND MARCH 31, 2023

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024

(Unaudited - expressed in Canadian dollars

)

(Unaudited - expressed in Canadian dollars)

Contributed

Accumulated other

Accumulated other comprehensive

Number of shares Share capital

surplus

income (loss) Deficit Total equity

Balance, December 31, 2023 256,515,479 $

59,659,032 $

6,691,075 $

(4,357,013) $

(34,046,718) $

27,946,376

Contributed comprehensive

Number of shares Share capital surplus loss Deficit

224,890,479 53,598,471 6,715,164 (2,267,425) (30,775,131)

- - 22,636 - -

Total equity

27,271,079

22,636

Share-based compensation - - 54,030 - - 54,030

Balance, December 31, 2022

Share-based compensation

Net loss for the period - - - - (1,224,691) (1,224,691)

Options exercised (Note 6) 975,000 341,230 (151,230) - - 190,000

Shares issued for private placment,

Foreign currency translation - - - (2,092,080) - (2,092,080)

Balance, June 30, 2024 256,515,479 $

59,659,032 $

6,745,105 $

(6,449,093) $

(35,271,409) $

24,683,635

net of issuance costs (Note 6)

Net loss for the year Foreign currency translation Balance, December 31, 2023

30,650,

256,515,

Number of shares Share capital

Contributed

- 22,636 - - 22,636

surplus

Accumulated other comprehensive

000 5,719,331 104,505 - - 5,823,836

- - - - (3,271,587) (3,271,587)

- - - (2,089,588) - (2,089,588)

479 $ 59,659,032 $ 6,691,075 $ (4,357,013) $ (34,046,718) $ 27,946,376

loss Deficit Total equity

Share-based compensation -

Balance, December 31, 2024 278,854,217 $

62,525,066 $

6,937,228 $

(4,761,437) $

(38,203,323) $

26,497,534

Options exercised (Note 6)

Shares issued for private placment, net of issuance costs (Note 6)

975,000 341,230 (151,230) - - 190,000

30,650,000 5,719,331 104,505 - - 5,823,836

Share-based compensation - - 510,087 - - 510,087

Net loss for the period - - - - (2,778,679) (2,778,679)

- - - (3,271,587) (3,271,587)

- - (2,089,588) - (2,089,588)

593 $ 6,666,986 $ (6,446,601) $ (37,318,305) $ 28,621,673

Foreign currency translation - - - 384,185 - 384,185

Net loss for the year -

Foreign currency translation -

Balance, December 31, 2023 288,140,479 $ 65,719,

Balance, June 30, 2025 278,854,217 $

62,525,066 $

7,447,315 $

(4,377,252) $

(40,982,002) $

24,613,127

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

  1. NATURE AND CONTINUANCE OF OPERATIONS

    Japan Gold Corp. ("Japan Gold" or "the Company") is incorporated under the laws of British Columbia.

    The Company is exploring and evaluating mineral properties across the three largest islands of Japan: Hokkaido, Honshu and Kyushu. The Company's head office is at Suite 650-669 Howe Street, Vancouver, British Columbia, Canada, V6C 0B4. The Company's shares are traded on the TSX Venture Exchange ("TSX-V") under the symbol "JG" and on the OTC Markets ("OTCQB") under the symbol "JGLDF".

    These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a "going concern", which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they become due. The Company has not generated any revenues or cash flows from operations to date. For the period ended June 30, 2025, the Company incurred negative cash flows from operations of $1,179,983 and recorded a net loss of $2,778,679. The Company's ability to continue as a going concern is dependent on its ability to successfully raise additional financing, entering into a joint venture, sale of all or a portion of the Company's assets, the outright sale of the Company, the successful development of the Company's mineral property interests, or a combination thereof. The Company believes that it will be able to continue as a going concern for the foreseeable future based on the Company's historical and anticipated ability to raise additional financing to further advance its projects. However, the Company will continue to incur negative cash flows from operations and the Company will require additional funding in the future. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These factors indicate the existence of a material uncertainty that may cast significant doubt upon the Company's ability to continue as a going concern. These condensed consolidated interim financial statements do not give effect to any adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

  2. MATERIAL ACCOUNTING POLICY INFORMATION
Basis of presentation

These unaudited condensed consolidated interim financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting and follow the same accounting policies and methods of application as the Company's most recent annual financial statements.

These consolidated financial statements were approved for issuance by the Company's Board of Directors on August 21, 2025.

Basis of consolidation

These unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly owned Japanese subsidiary, Japan Gold KK ("JGKK"). All intercompany balances and transactions have been eliminated on consolidation. The Company consolidates subsidiaries where it has the ability to exercise control. Control over an investee is defined to exist when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Particularly, the Company controls investees, if and only if, the Company has all of the following: power over the investee, exposure or rights to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect its returns.

  1. MATERIAL ACCOUNTING POLICY INFORMATION (continued) Significant accounting judgments and estimates

    The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and in future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

    In preparing the Company's unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2025, the Company applied the critical judgments and estimates disclosed in Note 2 of the audited consolidated financial statements for the year ended December 31, 2024.

  2. CASH AND CASH EQUIVALENTS

    As at June 30, 2025, the balance of cash and cash equivalents is $4,048,391 (December 31, 2024: $80,230) of which

    $3,910,930 (December 31, 2024: $Nil) is cash equivalents related to Guaranteed Investment Certificates ("GICs") purchased during the period. During the period ended June 30, 2025, the Company redeemed $Nil of Canadian GIC's to fund operations (December 31, 2024: $1,750,000). During the period ended June 30, 2025, the Company redeemed $1,175,000 of US GIC's to fund operations (December 31, 2024: $Nil).

  3. EXPLORATION AND EVALUATION ASSETS

Ikutahara project

Ohra-Takamine project

Mizobe project

Other

projects Total

Balance, December 31, 2023

$ 20,520,172 $

4,894,744 $

- $ 320,547 $

25,735,463

Geoscience - consulting

265,794

122,692

111,661

86,172

586,319

Drilling

-

-

-

-

-

Insurance

40,570

5,676

-

-

46,246

Depreciation

52,512

32,258

-

-

84,770

Travel

18,209

4,918

35,484

15,000

73,611

Field supplies

161,178

62,684

80,749

91,839

396,450

Impairment

-

-

-

(206,142)

(206,142)

Foreign currency translation adjustment

(335,141)

(85,052)

295

2,214

(417,684)

Balance, December 31, 2024

20,723,294

5,037,920

228,189

309,630

26,299,033

Geoscience - consulting

82,605

136,107

78,219

23,978

320,909

Drilling

-

-

-

-

-

Insurance

3,956

782

712

-

5,450

Depreciation

18,859

24,067

-

-

42,926

Travel

1,445

1,335

24,558

2,334

29,672

Field supplies

56,244

28,913

93,519

129,986

308,662

Foreign currency translation adjustment

578,597

158,741

(739)

10,399

746,998

Subtotal

$ 21,465,000

$ 5,387,865

$ 424,458

$ 476,327

$ 27,753,650

Sale of royalty

-

-

-

-

(7,029,050)

Balance, June 30, 2025

$ 20,724,600

* Other projects consist of Aibetsu project, Bajo project, Gumyo project, Isa project, Kurino project, Kushikino-Iriki project, Mizobe-Onoyama project, Mizobe West project, North Taio project, Onoyama project, Onoyama-Yamagano project, OT-Yaeyama project, Tobaru project and Tobaru-Fuke project.
  1. EXPLORATION AND EVALUATION ASSETS (continued)

    The Company's current project portfolio consists of prospecting rights licenses and prospecting rights license applications for a combined area of 277,524 hectares over 26 separate projects on the three main islands of Japan. See below for a summary of the Company's current Prospecting Rights as at June 30, 2025:

    • 9 Prospecting Rights at the Aibetsu Project (2,916 hectares)

    • 14 Prospecting Rights at the Bajo Project (4,478 hectares)

    • 51 Prospecting Rights at the Ebino Project (15,741 hectares)

    • 39 Prospecting Rights at the Gumyo Project (10,529 hectares)

    • 3 Prospecting Rights at the Hakuryu Project (1,017 hectares)

    • 18 Prospecting Rights at the Ikutahara Project (6,293 hectares)

    • 20 Prospecting Rights at the Isa Project (5,959 hectares)

    • 6 Prospecting Rights at the Kurino Project (933 hectares)

    • 23 Prospecting Rights at the Kushikino-Iriki Project (7,202 hectares)

    • 22 Prospecting Rights at the Mizobe Project (5,163 hectares)

    • 19 Prospecting Rights at the Mizobe-Onoyama Project (4,785 hectares)

    • 9 Prospecting Rights at the Mizobe West Project (2,416 hectares)

    • 22 Prospecting Rights at the North Taio Project (7,009 hectares)

    • 6 Prospecting Rights at the Ohra-Takamine Project (2,024 hectares)

    • 11 Prospecting Rights at the Onoyama Project (2,784 hectares)

    • 15 Prospecting Rights at the Onoyama-Yamagano Project (4,913 hectares)

    • 15 Prospecting Rights at the OT-Yaeyama Project (4,484 hectares)

    • 37 Prospecting Rights at the Tobaru-Fuke Project (10,935 hectares)

    • 15 Prospecting Rights at the Togi Project (3,990 hectares)

    • Tobaru Project (1,347 hectares): In September 2024, the 4 Prospecting Rights at Tobaru expired and were successfully re-applied.

Osisko Royalty Sale

On February 4, 2025, the Company along with its wholly-owned subsidiary JGKK entered into an investment agreement ("Investment Agreement") with Osisko Gold Royalties Ltd ("Osisko") to sell to Osisko 1.5% net smelter royalty (the "Initial Royalty") on certain Japan Gold Corp. properties and assets in Japan that are not (or subsequently are not) subject to the Barrick Alliance (collectively, the "Royalty Properties'), as evidenced by a royalty agreement entered into by the Company and Osisko concurrently with the Investment Agreement, for cash consideration of US$5,000,000. On the first anniversary of the Investment Agreement, or such other date mutually agreed to between the Company and Osisko, Osisko will have the option to purchase an additional 0.5% net smelter return royalty (together with the Initial Royalty, as the case may be, the "Royalty") from JGKK on the Royalty Properties, for additional cash consideration of US$3,000,000 payable by Osisko to the Company on such date.

The Royalty is a secured obligation of the Company evidenced initially by, among other things, a share pledge by the Company of JGKK's shares as well as by a guarantee from Japan Gold Corp., with a full security package to be put in place by the parties following further consultation with the applicable governmental authorities and to the extent permitted under applicable laws and the Barrick Alliance agreement dated February 23, 2020 among the Company and Barrick Mining Corporation. The Company has granted Osisko certain rights as part of the transaction, including a right of first refusal on future royalty and stream transactions on present and future Japan Gold Corp. properties that are not subject to the Barrick Alliance. Net proceeds of the Transaction will be primarily used by the Company for the exploration, development and general advancement of the Royalty Properties, with the balance to be used for general working capital purposes.

As at June 30, 2025, the Company received net proceeds of $7,029,050 from the royalty sale and recorded this against the exploration and evaluation assets.

  1. EXPLORATION AND EVALUATION ASSETS (continued)

    Barrick Alliance

    On February 24, 2020, the Company entered into a country wide alliance with Barrick Mining Corporation ("Barrick") to jointly explore, develop and mine certain gold mineral properties in Japan (the "Barrick Alliance"). The Barrick Alliance covered 29 out of 31 projects that were held by JGKK at that time. The Barrick Alliance does not include the Ikutahara Project in Hokkaido and the Ohra-Takamine Project in Kyushu and the Company will continue to advance these two projects independently. Barrick funded a 2-year Initial Evaluation Phase comprising a majority of the projects (minimum funding of US$3,000,000 per year) and has now commenced the funding of a subsequent 3-year Second Evaluation Phase on three projects (minimum funding of US$4 million per year) that have met Barrick's inclusion criteria and returned 26 projects to the Company. The three projects are the Togi, Hakuryu and Ebino projects. Barrick will continue to provide full support and management and sole fund all Barrick Alliance activities for the three selected projects. The Company is internally evaluating all projects that Barrick did not select, which remain at an early stage of investigation but offer exploration potential, with a view to determining which to advance independently or by bringing in additional partners.

    The Company acts as the Manager of the remaining projects, subject to Barrick's right at any time to become the Manager of a project. Barrick may identify a project as a Designated Project at any time during the Initial Evaluation Phase or the Second Evaluation Phase and elect to sole fund to completion of a pre-feasibility study ("PFS"). Upon completion of a PFS, Barrick will earn a 51% interest in the Designated Project. Barrick may elect to continue to sole fund a Designated Project following the completion of a PFS to a bankable feasibility study ("BFS"). Barrick's interest in the Designated Project at the completion of the BFS will increase to 75%. Where Barrick has elected to sole fund a Designated Project through to completion of a BFS, Japan Gold will be fully carried through completion of the BFS and retain a 25% interest in the Designated Project. Barrick and Japan Gold established a Technical Committee to, among other matters, provide input in respect of the preparation of programs and budgets for, and the conduct of operations on, projects that are part of the Barrick Alliance. All programs and budgets for projects that are part of the Barrick Alliance will be subject to approval by Barrick. Under the terms of the Barrick Alliance agreement, if Barrick acquires common shares of Japan Gold and Barrick's ownership interest in Japan Gold is at least 10%, Barrick will have the right, but not the obligation, to appoint a nominee to Japan Gold's Board of Directors.

    During the period ended June 30, 2025, Barrick paid $3,004,988 (US$2,153,424) (December 31, 2024 - $4,072,681 (US$2,976,737)) to the Company as funding for the Barrick Alliance work programs. On receipt of funds from Barrick, the Company records amounts received as restricted cash with an offsetting payable to Barrick. The payable to Barrick is decreased as qualifying expenditures are incurred on Barrick Alliance work programs. As at June 30, 2025, $910,077 (US$667,065) (December 31, 2024, $237 (US$164)) is recorded as restricted cash representing amounts funded by Barrick in excess of amounts paid by the Company for exploration and evaluation expenditures and/or amounts to be reimbursed to the Company by Barrick for exploration and evaluation expenditures. As at June 30, 2025, the Company had a receivable of $11,293 from Barrick (December 31, 2024: $616,981), representing amounts not yet reimbursed from the restricted cash account.

    Subsequent to June 30, 2025, Barrick paid $177,158 (US$128,814) to fund work programs. Including the amounts received subsequent to June 30, 2025, the Company has received a total funding of $23,155,932 (US$17,375,498) for the Barrick Alliance activities. To date, Barrick has not identified any project as a Designated Project.

  2. PROPERTY, PLANT AND EQUIPMENT

    Cost

    Heavy

    Equipment

    Vehicles

    Building

    Land

    Furniture and

    Fixtures

    Total

    At December 31, 2023

    $ 830,879

    $ 109,775

    $ 113,046

    $ 9,583

    $ 264,295

    $ 1,327,578

    Purchases

    62,089

    19,909

    1,045

    -

    23,445

    106,488

    Foreign currency translation adjustment

    (15,170)

    (1,848)

    (2,162)

    (185)

    (4,776)

    (24,141)

    At December 31, 2024

    877,798

    127,836

    111,929

    9,398

    282,964

    1,409,925

    Purchases

    -

    -

    -

    -

    -

    -

    Foreign currency translation adjustment

    27,760

    4,043

    3,539

    297

    8,948

    44,587

    At June 30, 2025

    $ 905,558

    $ 131,879

    $ 115,468

    $ 9,695

    $ 291,912

    $ 1,454,512

    Accumulated depreciation

    At December 31, 2023

    $ 764,494

    $ 101,215

    $ 65,047

    $ -

    $ 211,801

    $ 1,142,557

    Depreciation capitalized to exploration and

    evaluation assets

    42,797

    6,080

    13,733

    -

    22,160

    84,770

    Depreciation expense

    -

    -

    -

    -

    4,893

    4,893

    Foreign currency translation adjustment

    (14,148)

    (1,867)

    (1,070)

    -

    (4,129)

    (21,214)

    At December 31, 2024

    793,143

    105,428

    77,710

    -

    234,725

    1,211,006

    Depreciation capitalized to exploration and

    evaluation assets

    20,005

    9,672

    7,236

    -

    5,181

    42,094

    Depreciation expense

    -

    -

    -

    -

    3,506

    3,506

    Foreign currency translation adjustment

    25,001

    3,295

    2,427

    -

    8,215

    38,938

    At June 30, 2025

    $ 838,149

    $ 118,395

    $ 87,373

    $ -

    $ 251,627

    $ 1,295,544

    Net carrying value, December 31, 2024

    $ 84,655

    $ 22,408

    $ 34,219

    $ 9,398

    $ 48,239

    $ 198,919

    Net carrying value, June 30, 2025

    $ 67,409

    $ 13,484

    $ 28,095

    $ 9,695

    $ 40,285

    $ 158,968

  3. SHARE CAPITAL
Authorized capital

The Company is authorized to issue an unlimited number of common and preferred shares without par value. There are currently no preferred shares issued and outstanding.

On November 7, 2024, the Company converted Convertible Debentures totaling $2,866,034 including principal and interest expense into common shares at a price of $0.13 per share (and the greater of Market Price and $0.13 per common share, in the case of the interest accrued). As a result, the Company converted the Debentures (including interest) into 22,338,738 common shares of the Company.

Share options

The Company has a "rolling" Share Option Plan (the "Plan") in compliance with the TSX-V's policy for granting share options. Under the Plan, the maximum number of common shares reserved for issuance may not exceed 10% of the total number of issued and outstanding common shares and, to any one optionee, may not exceed 5% of the issued common shares on a yearly basis. The exercise price of each option shall not be less than the market price of the Company's stock at the date of grant. Options have expiry dates of no later than 10 years after the grant date. Vesting of options is determined by the Board of Directors at the time of grant.

In 2023, the Company adopted an updated omnibus equity incentive plan (the "Compensation Plan") which was approved at the Company's annual general meeting of stockholders held on October 12, 2023. The Compensation Plan supersedes the above Share Option Plan with the Company's Board of Directors passing a resolution capping all types of consideration referred to in the Compensation Plan for 2023 to a rolling maximum of 10% of the total number of issued and outstanding common shares of the Company as measured on the date of each grant.

A summary of the changes in share options is presented below:

Number of Options

Weighted Average Exercise Price

Outstanding at December 31, 2023

18,710,000

$ 0.30

Expired

(4,700,000)

(0.30)

Forfeited

(100,000)

(0.20)

Granted

1,600,000

0.20

Outstanding at December 31, 2024

15,510,000

$ 0.30

Expired

(8,900,000)

0.32

Granted

2,450,000

0.13

Outstanding at June 30, 2025

9,060,000

$ 0.23

On April 10, 2024, the Company granted 200,000 stock options to a consultant. The stock options are exercisable at a price of $0.20 per share for a period of five years with a vesting schedule of 25% on the grant date and 25% every six months thereafter.

On April 11, 2024, the Company granted 1,200,000 stock options to the President and Chief Operating Officer (who is now serving as a Senior Technical Advisor to the Company). The stock options are exercisable at a price of $0.20 per share for a period of five years with a vesting schedule over three years, 33.3% at the end of each year from the anniversary date of the grant date.

On May 21, 2024, the Company granted 200,000 stock options to a director. The stock options are exercisable at

$0.20 per share for a period of five years, with one-third of the options vesting on grant and one-third of the options vesting every six months thereafter.

6. SHARE CAPITAL (continued) Share options (continued)

On January 20, 2025, the Company granted 2,450,000 options to employees and consultants. The stock options are exercisable at $0.13 per share for a period of five years, with one-third of the options vesting on grant and one-third of the options vesting every six months thereafter.

The Company recorded share-based compensation expense of $119,267 for the period ended June 30, 2025 relating to the options granted in 2025 along with options granted and vested from prior years (June 30, 2024: $25,400).

The following weighted average assumptions were used for the Black-Scholes valuation of share options granted:

April 10, 2024

April 11, 2024

May 21, 2024

January 20, 2025

Risk-free interest rate

3.54%

3.54%

3.71%

2.95%

Expected life of options (in years)

5

5

5

5

Expected volatility

82%

82%

82%

83%

Share price at grant date

$ 0.13

$ 0.12

$ 0.09

$ 0.09

Exercise price

$ 0.20

$ 0.20

$ 0.20

$ 0.13

Fair value

$ 0.08

$ 0.07

$ 0.05

$ 0.05

Forfeiture rate

-

-

-

-

Dividend rate

-

-

-

-

The following table summarizes information about the share options outstanding as at June 30, 2025:

Outstanding

Weighted average

exercise price

Expiry date

Weighted average

remaining life (years)

1,000,000

0.40

September 15, 2026

1.21

450,000

0.16

December 13, 2028

3.46

1,440,000

0.20

January 24, 2029

3.57

1,280,000

0.30

May 13, 2030

4.87

1,040,000

0.35

December 23, 2026

1.48

200,000

0.20

April 10, 2029

3.78

1,200,000

0.20

April 11, 2029

3.78

2,450,000

0.13

January 19, 2030

4.56

9,060,000

$ 0.23

3.55

As at June 30, 2025, the Company has 9,060,000 options issued and outstanding where 6,576,666 options are exercisable as at June 30, 2025 with a weighted average exercise price of $0.26.

Subsequent to June 30, 2025, the Company cancelled 1,220,000 stock options previously granted to former consultants.

.

6. SHARE CAPITAL (continued) Restricted Share Units

Restricted Share Units ("RSUs") are share-based payments, which are measured at the grant date fair value and amortized over their applicable vesting periods. The offset to the recorded cost is to share-based payment reserve, and ultimately any amounts in share-based payment reserve are transferred to share capital upon settlement of the RSUs with common shares.

RSUs do not require the payment of any monetary consideration to the Company. Instead, they represent the right to receive common shares, or a payment representing common shares, following the attainment of vesting criteria determined at date of grant, notably a requirement that an individual remains eligible for awards for a specified period of time. The option to settle the RSUs in common shares or cash is at the Company's election, and the Company intends to settle its RSUs with common shares issued from treasury.

On April 11, 2024, the Company granted 1,561,682 RSUs to the President and Chief Operating Officer (who is now serving as a Senior Technical Advisor to the Company). The RSUs vest and become exercisable over three years, 33.3% at the end of each year from the anniversary of the grant date. The share price at grant date was $0.12 per share.

On November 7, 2024, the Company granted 10,500,000 RSUs to directors, officers and non-insiders of the Company. The RSUs will vest over two years from the grant date. The share price at grant date was $0.08 per share.

On April 24, 2025, the Company cancelled 500,000 RSUs to a former consultant of the Company.

On May 1, 2025, the Company granted 384,615 RSUs to the VP Exploration, an employee of the Company. The RSUs will vest over a 24-month period, with 50% vesting after 12 months from the date of grant. The share price on the grant date is $0.12.

The following table summarizes information about the RSUs outstanding as at June 30, 2025:

Outstanding

Share price on date of

grant

Expiry date

Weighted average

remaining life (years)

1,561,682

0.12

April 11, 2027

1.78

10,000,000

0.08

November 7, 2026

1.36

300,000

0.07

January 16, 2027

1.55

950,000

0.09

January 20, 2027

1.56

900,000

0.14

March 26, 2027

1.74

384,615

0.12

May 1, 2027

1.84

14,096,297

2.27

As at June 30, 2025, the Company has 14,096,297 RSUs issued and outstanding with 500,000 RSUs being exercisable as at June 30, 2025.

The Company recorded share-based compensation expense of $390,820 for the period ended June 30, 2025, relating to RSUs granted (June 30, 2024: $28,630).

  1. SHARE CAPITAL (continued) Warrants

    The following table summarizes information about the warrants outstanding as at June 30, 2025:

    Outstanding

    Weighted average

    exercise price Expiry date

    Weighted average remaining life (years)

    2,000,000 $

    0.07

    March 19, 2026 0.72

  2. RELATED PARTY TRANSACTIONS Key management and personnel compensation

    Key management personnel include the officers and directors of the Company. Key management compensation and amounts paid to companies controlled by key management consists of the following:

    During the period ended June 30, 2025, the Company incurred $283,019 (June 30, 2024: $312,116) in management fees and $154,200 (June 30, 2024: $104,100) in consulting fees for administrative, finance and accounting services to a private company controlled by the Chief Executive Officer of the Company. The Company also reimbursed such private company $74,397 in occupancy costs during the period ended June 30, 2025 (June 30, 2024: $51,066). As at June 30, 2025, $Nil (December 31, 2024: $Nil) of these fees were outstanding and payable to the officer. During the period ended June 30, 2025, the Company recorded $1,259 (June 30, 2024: $1,211) in other income relating to a private Japanese entity controlled by the Chief Executive Officer. As at June 30, 2025, $3,680 (December 31, 2024:

    $2,421) was receivable to the Company.

    The Company incurred $25,019 in management fees (June 30, 2024: $Nil) to the VP Exploration of the Company. As at June 30, 2025, $Nil (December 31, 2024: $Nil) of these fees were outstanding and payable to the officer.

    The Company incurred $32,936 in consulting fees (June 30, 2024: $32,560) to the Chief Operating Officer (previously General Manager of Exploration) of the Company. As at June 30, 2025, $11,227 (December 31, 2024:

    $5,085) of these fees were outstanding and payable to the officer.

    The Company incurred $76,873 (June 30, 2024: $77,234) in director fees to directors of the Company. As at June 30, 2025, $15,375 (December 31, 2024: $42,150) of these fees were outstanding and payable to the directors.

    The Company incurred $236,150 (June 30, 2024: $38,358) in share-based compensation to related parties.

    The above transactions occurred in the normal course of operations and are recorded at the consideration established and agreed to by the related parties.

    Other related party transactions

    On January 17, 2025, the Company entered into a loan agreement for $140,000 with a director of the Company. The loan was repayable in full by March 18, 2025, or such earlier date as the Company may elect, and bears interest at a rate of 12% per annum. The proceeds of the loan were used by the Company for short-term working capital purposes.

    In relation to the loan agreement, the Company issued 2,000,000 non-transferable share purchase warrants to the lender as consideration for providing the loan. Each warrant entitles the lender to purchase one common share of the Company at an exercise price of $0.07 for a period of 12 months following the date of issuance.

    The loan was repaid in full on February 13, 2025.The total repayment included accrued interest of $1,381, resulting in a repayment amount of $141,381.

  3. FINANCIAL INSTRUMENTS

    The nature of the Company's operations exposes the Company to liquidity risk, credit risk and market risk, which may have a material effect on cash flows, operations and net loss.

    The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and to monitor market conditions and the Company's activities. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework and policies.

    Liquidity risk is the risk that the Company is not able to meet its financial obligations as they fall due. The Company's financial liabilities, comprising its accounts payable and accrued liabilities are classified as current. The Company's approach to managing liquidity risk is to ensure as far as possible that it will have sufficient funds to meet liabilities when due (see also Note 1).

    Credit risk Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash, deposits and accounts receivable. The Company limits its credit exposure on cash and cash equivalents and restricted cash by holding its deposits mainly with high credit quality financial institutions as determined by credit agencies. The carrying value of these financial assets represents the maximum exposure to credit risk. The Company has no history of credit loss and no allowance for credit loss recorded at June 30, 2025 and December 31, 2024.

    Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. The Company is currently exposed to interest rate risk to the extent that the cash and short-term investment maintained at the financial institutions are subject to a floating rate of interest. The interest rate risk on the Company's cash and short-term investment is not significant.

    The Company operates in Japan and is subject to foreign currency fluctuations primarily on its cash and accounts payable and accrued liabilities denominated in a currency other than Japanese yen ("Yen or ¥"). As at June 30, 2025, the Company limits its exposure by holding its cash mostly in Canadian dollar. Additionally, the Company is exposed to foreign exchange risk on non-Canadian denominated monetary assets and liabilities recorded in Japan Gold. As at June 30, 2025, every 1% of change in foreign exchange rate in either direction would result in change in net loss of approximately $3,200.

    Fair value

    IFRS requires disclosure about fair value measurements for financial instruments and liquidity risk using a three-level hierarchy that reflects the significance of the inputs used in making the fair value measurements. The three-level hierarchy is as follows:

    Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

    Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

    Level 3 - Inputs that are not based on observable market data.

    The carrying values of the Company's cash and cash equivalents, restricted cash, accounts receivables, deposits and accounts payable and accrued liabilities approximate their fair values due to their short terms to maturity.

  4. CAPITAL MANAGEMENT

    The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the exploration and development of its mineral properties, and to maintain a flexible capital structure. The Company considers items included in shareholders' equity as capital. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares or return capital to its shareholder.

    The Company currently does not earn any revenue and has relied on existing cash balances and capital financing to fund its operations. The Company is currently not subject to externally imposed capital requirements.

    There were no changes in the Company's approach to capital management for the period ended June 30, 2025.

  5. SEGMENTED INFORMATION

    Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. The Company has identified one reportable operating segment - the exploration and evaluation of mineral properties across the three largest islands of Japan: Hokkaido, Honshu and Kyushu.

    The breakdown by geographic area as at June 30, 2025 is as follows:

    Canada

    Japan

    Consolidated

    Current assets

    $ 5,023,546

    $ 172,974

    $ 5,196,520

    Non-current assets

    2,196,242

    18,759,195

    20,955,437

    Total assets

    $ 7,219,788

    $ 18,932,169

    $ 26,151,957

    Total liabilities

    $ 1,183,063

    $ 355,767

    $ 1,538,830

    The breakdown by geographic area as at December 31, 2024 is as follows:

    Canada Japan Consolidated

    Current assets

    $ 762,201 $

    107,763 $

    869,964

    Non-current assets 2,596,667 23,970,951 26,567,618

    Total assets

    $ 3,358,868 $

    24,078,714 $

    27,437,582

    Total liabilities

    $ 520,040 $

    420,008 $

    940,048

  6. SUBSEQUENT EVENTS

Subsequent to the period ended June 30, 2025, the Company closed a non-brokered private placement financing of 25,845,000 common shares of the Company at a price of $0.08 per share for gross proceeds of $2,067,600, which includes 17,182,500 shares sold to a strategic investor and major shareholder of the Company. In connection with the financing, the Company issued 150,000 shares in finder's fees to an arm's-length finder.