MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Unaudited - Expressed in Canadian dollars)

JAPAN GOLD CORP.

Management's Discussion and Analysis

For the periods ended June 30, 2023 and 2022

This Management's Discussion and Analysis ("MD&A"), prepared as of August 24, 2023, should be read in conjunction with the unaudited condensed consolidated interim financial statements of Japan Gold Corp. ("Japan Gold" or the "Company") for the period ended June 30, 2023 and the notes thereto, which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts are stated in Canadian dollars unless otherwise indicated.

Statements in this MD&A that are not historical facts are "forward-looking statements" that are subject to risk factors set out in a cautionary note contained herein. Readers are cautioned not to put undue reliance on forward-looking statements.

HIGHLIGHTS FOR THE PERIOD ENDED JUNE 30, 2023 AND THE SUBSEQUENT PERIOD

  • During the period ended June 30, 2023, the Company closed non-brokered private placements and issued a total of 30,650,000 common shares at a price of $0.20 per common share for gross proceeds of $6,130,000. The Company paid total cash commission of $279,500, incurred $26,664 in professional fees and issued a total of 1,947,500 finder's warrants to arm's length finders. The finder's warrants are exercisable at C$0.20 per share for a period of 12 months from the date of closing.
  • Subsequent to the period ended June 30, 2023, Barrick Gold Corporation ("Barrick Alliance" or "Barrick") funded an additional $1,200,502 (US$900,264) for total funding of $15,091,004 (US$11,493,659) since commencement of the Barrick Alliance in February 2020.
  • In July 2023, the Company commenced drilling at its 100% owned Ohra-Takamine project to target the inferred strike extension of the veins encountered in a previous drill hole completed by the Company.
  • Under the Second Evaluation Phase, the Barrick Alliance completed its initial drilling at the Mizobe Project in Southern Kyushu where it encountered wide intervals of gold mineralization. (See June 28, 2023 press release for further details on drilling results).
  • Barrick is continuing their Initial Evaluation Phase on two additional projects and three extensions that were added to the Barrick Alliance following its formation and continues to provide full support, management and sole fund all Barrick Alliance activities.

COMPANY OVERVIEW

Japan Gold Corp. (TSX-V: JG) (OTCQB: JGLDF) is a Canadian mineral exploration company focused solely on gold

exploration across the three largest islands of Japan: Hokkaido, Honshu, and Kyushu. The Company holds a portfolio of 35 gold projects which cover areas with known gold occurrences, a history of mining, and are prospective for high-grade epithermal gold mineralization. The Company's leadership team represents decades of resource industry and business experience, and the Company has an operational team of geologists, drillers and technical advisors with experience exploring and operating in Japan. The Company has a country-wide alliance with Barrick Gold Corporation to jointly explore, develop, and mine certain gold mineral properties and mining projects as the Barrick Alliance. The Barrick Alliance has completed a successful 30-monthcountry-wide screening program of 29 projects and has selected six with the potential to host Tier 1 or Tier 2 gold ore bodies for further advancement and two more recently acquired projects and three project extensions for initial evaluation.

In May 2023, the Company completed non-brokered private placements and issued a total of 30,650,000 common shares at a price of $0.20 per common share for gross proceeds of $6,130,000. The Company paid total cash commissions of $279,500, incurred $26,664 in professional fees and issued a total of 1,947,500 finder's warrants to arm's length finders. The finder's warrants are exercisable at C$0.20 per share for a period of 12 months from the date of closing.

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JAPAN GOLD CORP.

Management's Discussion and Analysis

For the periods ended June 30, 2023 and 2022

On February 24, 2020, the Company announced a country-wide alliance with Barrick. The Barrick Alliance covers the entire country of Japan including 29 out of 31 projects held by Japan Gold at that time. The Barrick Alliance does not include the Ikutahara Project in Hokkaido or the Ohra-Takamine Project in Kyushu and Japan Gold will continue to advance these two projects independently. Barrick sole funded a 30-month Initial Evaluation Phase of each project and is sole funding a subsequent three-year Second Evaluation Phase on six projects recently selected which meet the Barrick's inclusion criteria which are further described below. Japan Gold acts as the Manager of each project, 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. 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 September 6, 2022, the Company announced that Barrick had selected six projects from the portfolio to continue within the Second Evaluation Phase (see detailed discussion of the Barrick Alliance below). In addition, Barrick will be continuing their Initial Evaluation Phase on two projects and three project extensions that were added to the Barrick Alliance following its formation. Barrick will continue to provide full support and management and sole fund all Barrick Alliance activities. To date, Barrick has funded a total of $15,091,004 (US$11,493,659). Barrick has not yet declared any project as a Designated Project.

Japan is considered one of the most stable and corruption-free jurisdictions in the world. The mining regulatory framework is well established and transparent with appropriate access to government officials and a comprehensive support program to facilitate stakeholder consultation. The Company deliberately selected project areas in sparsely populated areas with a history of gold mining and has received strong local support. As a first mover in Japan, the Company remains active in ongoing discussions with regulatory bodies in Japan in respect of its property portfolio.

FINANCIAL SNAPSHOT

June 30, 2023

December 31, 2022

December 31, 2021

Total assets

$ 29,880,574

$ 28,477,234

$ 32,371,554

Working capital (1)

4,539,420

1,530,739

11,689,692

Net loss

(1,823,836)

(3,942,414)

(3,326,795)

Comprehensive loss

(4,524,426)

(4,808,386)

(5,044,971)

Loss per share

(0.01)

(0.02)

(0.02)

(1) Working capital is defined as current assets less current liabilities.

At the date of this MD&A, the Company has working capital of approximately $5.1 million which includes restricted cash representing amounts funded by Barrick in excess of amounts paid for exploration and evaluation expenditures.

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JAPAN GOLD CORP.

Management's Discussion and Analysis

For the periods ended June 30, 2023 and 2022

PROPERTY REVIEW AND OUTLOOK

When the Japan Mining Act was amended in 2012 for the first time allowing foreign mineral companies the ability to hold exploration and mining permits, Japan Gold began reviewing Japan's extensive geoscientific database and historical gold production data to pinpoint areas with good exploration potential. By September 2016 at the commencement of field activities, the Company had applied for 38 prospecting rights (each up to 350 hectares), in northern Hokkaido targeting high-grade epithermal gold deposits and another 42 prospecting rights throughout Hokkaido and northern Honshu targeting areas of gold- bearing advanced argillic alteration lithocaps, which could indicate the presence of a porphyry mineralized environment. These initial prospecting rights applications totaled 27,153 hectares over the eight separate projects.

Having prospecting rights applications accepted by Ministry of Economy, Trade and Industry, reserves the land for Japan Gold and allows for active surface exploration programs such as mapping, surface sampling and geophysics. Granting of Prospecting Rights by the METI allows for more advanced forms of exploration, such as drilling. As of the date of this MD&A report the Company holds priority over 35 projects, for a total of 297,378 hectares, a total of 970 prospecting rights license applications accepted by METI, 180 of these have been granted as prospecting rights licenses across the three main islands of Japan.

The following is a breakdown of the 180 current Prospecting Rights:

  • 15 Prospecting Rights are granted at the Ikutahara Project (5,245 hectares), 23 rights expired in May 2023 and 18 of these applications were re-applied for and accepted by METI
  • 11 Prospecting Rights at the Ohra-Takamine Project (3,705 hectares)
  • 4 Prospecting Rights at the Tobaru Project (1,347 hectares)
  • 12 Prospecting Rights at the Kamitsue Project (4,069 hectares)
  • 9 Prospecting Rights at the Aibetsu Project (2,916 hectares)
  • 14 Prospecting Rights at the Bajo Project (4,478 hectares)
  • 4 Prospecting Rights at the Buho Project (1,325 hectares)
  • 6 Prospecting Rights at the Usa Project (1,838 hectares)
  • 47 Prospecting Rights at the Ebino Project (14,698 hectares)
  • 22 Prospecting Rights at the Mizobe Project (5,163 hectares)
  • 36 Prospecting Rights at the Tobaru-Fuke Project (10,599 hectares)

The following is a summary of work completed to date by the Company:

Ikutahara Project

The 21,332-hectare Ikutahara Project (which includes 5,245 hectares of prospecting rights and 16,086.8 hectares of prospecting rights application) is the Company's most advanced project. Located 20 kilometres southeast of the historic Konamai mine in north Hokkaido, the Ikutahara Project hosts 17 historic gold mines and workings including the Kitano-o mine (1924-43) which produced 96,450 ounces of gold from surficial eluvial placers associated with sinter deposits and sub-sinter epithermal veins.

In 2021, three initial drill holes were completed at the Ryuo Prospect, results were very encouraging and included an interval of 4.9 metres @ 12.1 grams per tonne gold and 33 grams per tonne silver (IKDD21-001) below the Jinja vein workings. An additional eight drill holes were completed later in 2021 providing further strong encouragement included: IKDD21-008:

0.45 metres @ 1,395 grams per tonne and 768 g/t Ag, and IKDD21-010: 20 m @ 6.3 grams per tonne and 15.7 grams per tonne silver, including 5 metres @ 15.2 grams per tonne and 13.1 grams per tonne silver. Drilling at Ryuo in 2021 encountered high-gradevein intersections along an 800-metre open-endedstrike zone, and further drilling was planned for 2022 to increase geological understanding of mineralization controls to identify continuous zones of high-grademineralization.

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JAPAN GOLD CORP.

Management's Discussion and Analysis

For the periods ended June 30, 2023 and 2022

Table of significant drill intersections from the 2021 drilling at the Ryuo Prospect:

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Disclaimer

Japan Gold Corp. published this content on 25 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2023 14:22:03 UTC.