Solidcore Resources plc (“Solidcore” or the “Company”) is pleased to announce that it has formed a strategic exploration alliance (the “Alliance”) with Japan Gold Corp. (“Japan Gold”) covering five of its exploration project areas (the “Target Areas”) where the Company has committed to fund a three-year exploration program for a total amount of CAD$ 35 million (US$ 25 million), with the right to earn up to an 80% direct interest in the Target Areas over several development stages.

In connection with the Alliance, Solidcore has acquired 78,775,000 Units of Japan Gold in a private placement, for a total consideration of CAD$ 9.45 million (US$ 6.85 million) (the “Private Placement”). Solidcore now owns 18.81% of Japan Gold’s issued and outstanding Common Shares on a non-diluted basis, and 19.9% on a partially diluted basis. 

“Solidcore has a long record of investing across the mining sector and of building durable partnerships, and Japan Gold’s licence portfolio stands out to us. It has the makings of a large-scale, generational gold district with a distinctive style of geology that we have been historically successfully working with, in a stable, well-regulated, developed and notably under-explored jurisdiction. We are keen to support Japan Gold’s exploration effort and to leverage development opportunities in Japan together,” said Vitaly Nesis, CEO of Solidcore Resources plc.

John Proust, Chairman and Chief Executive Officer of Japan Gold Corp., said, “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’s management and shareholders, 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”. Mr. Proust added, “We are aligned with Solidcore in our strategic vision, and we look forward to advancing multiple projects through committed, well-funded, staged exploration programs designed to identify significant long-term value.”

STRATEGIC ALLIANCE AND STAGED EARN-IN

Solidcore and Japan Gold have formed the Alliance, focused on the Target Areas in Hokkaido and Kyushu (see below) in close proximity to past producing mines, and progressed in two phases. A joint technical committee, comprising two representatives of each party and chaired by a Solidcore nominee with a tie-breaking vote, will oversee exploration budgets and work programs.

• Phase 1. Solidcore will fully fund a committed three-year exploration program on the Target Areas with a total budget of US$ 25 million. Following completion of the committed Phase 1 program, Solidcore will have earned a 49% direct interest in one or more of the Target Areas at its own discretion depending on exploration results.
• Phase 2. Conditional upon fulfilment of the Phase 1 commitments, Solidcore will have the right, at its sole discretion and on a project-by-project basis, to increase its interest in any Target Area to 70% by funding a pre-feasibility study on that Target Area within three years after the completion of the Phase 1 earn-in, and further to 80% by funding a bankable feasibility study on that Target Area within three years following delivery of the pre-feasibility study. Solidcore will have the right to become the lead coordinator of the Phase 2 program.

Following the completion of a bankable feasibility study on a Target Area, Japan Gold will have the right to:

1. sole fund its remaining interest to production on that Target Area, or
2. dispose of one half of its remaining interest to Solidcore at a price based on the net present value of the applicable project and applying a price to net asset value (P/NAV) consistent with the P/NAV’s then applying in the market for acquisitions of similar-stage gold mining projects and convert the remaining half of that interest into a 1% net smelter return royalty, or
3. dispose of its entire remaining interest at a price based on the net present value of the applicable project and applying a price to net asset value (P/NAV) consistent with the P/NAV’s then applying in the market for acquisitions of similar-stage gold mining projects.

PRIVATE PLACEMENT

Under the Private Placement, Solidcore subscribed for 78,775,000 units of Japan Gold (each, a “Unit”) at a subscription price of CAD$ 0.12 per Unit (US$ 0.087), for gross proceeds of CAD$ 9,453,000 (US$ 6.85 million). Each Unit consists of one common share (each, a “Common Share”) of Japan Gold and 0.0724 of a Common Share purchase warrant (each full warrant, a “Warrant”) for a total of 5,703,310 Warrants. The Common Shares comprised in the Units give Solidcore an 18.81% interest in Japan Gold on a non-diluted basis, before any exercise of the Warrants. Each whole Warrant entitles Solidcore to purchase one additional Common Share at an exercise price of CAD$ 0.135 for a period of three years entitling Solidcore to hold a 19.9% interest in Japan Gold on a partially diluted basis (assuming the exercise in full of the warrants held by Solidcore only, in accordance with their terms).

The equity financing will allow Japan Gold to continue to conduct exploration work focused on the balance of its 22 other projects, create enhanced drilling capacity and fund general working capital.

Pursuant to an investor rights agreement entered into between Solidcore and Japan Gold in connection with the Private Placement, Solidcore has the right to nominate two directors to Japan Gold’s Board of Directors for so long as it maintains an ownership interest of at least 18% of the issued and outstanding Japan Gold Common Shares on a non-diluted basis, and the right to nominate one director for so long as Solidcore maintains an ownership interest of less than 18% but at least 10% of the issued and outstanding Common Shares on a non-diluted basis, in each case subject to stock exchange and statutory eligibility requirements. Solidcore will also benefit from pro rata participation rights in future security issuances of Japan Gold in order to maintain its then-current pro rata ownership interest.

At the formation of the Alliance two Solidcore’s representatives were appointed to the Japan Gold’s Board of Directors: Mr. Victor Flores and Ms. Tania Tchedaeva.

Victor Flores, an advisor to Solidcore, is a highly accomplished mining and investment professional with over 35 years of experience in the precious metals sector. His career combines deep geological and exploration expertise with a strong track record in mine development, operational optimization, and capital markets. He was previously a Director of the Company.

Tania Tchedaeva has served as Executive Vice President, Compliance and Corporate Governance, and Company Secretary for Solidcore Resources plc since 2011.

STRATEGIC ALLIANCE TARGET AREAS[1]

Hakuryu

Hakuryu lies at the southern end of the Konomai epithermal gold district in northern Hokkaido. The Konomai Mine, Japan’s third-largest past-producing gold mine, produced 2.35 Moz at 6.4 g/t between 1915 and 1973. Initial drilling intersected narrow intervals of high-grade gold mineralisation within a largely untested structural zone.

Bajo

Bajo is located in Middle Kyushu and centres on the historic Bajo Mine, which produced 421 Koz of gold. The Sakuru-Hi vein accounted for 317 Koz at 125.9 g/t gold and 557 g/t silver. Exploration targets include southwestern extensions of the Bajo veins and the West Mineralized Zone (WMZ). A recent geophysical survey identified anomalies interpreted as potential extensions and sub-parallel features, with interpreted strike lengths exceeding 1 km.

Mizobe

Mizobe occupies the western edge of the Kagoshima Graben in southern Kyushu’s Hokusatsu Region. Its geological setting resembles that of Hishikari, a 13 Moz deposit, which produced approximately 9 Moz of gold between 1985-2025.

 

Ryuo

Ryuo, within the Ikutahara prospect district in northeast Hokkaido, contains five historic working areas: Jinja, Shouei, Taisei, Ryuei and Buryu. These workings followed an open-ended, 1 km zone of alteration and mineralisation before the government ordered closure in 1943

Aibetsu

Aibetsu lies in northern Hokkaido’s Kamikawa district, within the Kitami mining region, and encompasses five historical gold-silver and mercury mines or mineral occurrences. Tokusei mine within the target area produced 39 Koz of gold and 473 Koz of silver from quartz-adularia veins between 1930 and 1942. Subsequent exploration included mapping, soil sampling, resistivity surveys and drilling.

JAPAN GOLD

Japan Gold Corp. (TSXV: JG) (OTCQB: JGLDF) is a Canadian-based and is the largest exploration company in Japan, with a portfolio of more than 3,000 sq. km of prospective mineral rights covering regions known for gold mineralization and a history of high-grade epithermal gold production. Japan offers a compelling combination of highly prospective yet underexplored geology, well-developed infrastructure, and a stable mining jurisdiction. Over the past decade, Japan Gold’s leadership team, including geologists, drillers, and technical advisors, have built deep technical capabilities and unmatched in-country expertise. Their extensive experience in exploration and operations, combined with a proven track record of discoveries worldwide, positions the company as a leading explorer in the country.

As a project generator, Japan Gold focuses on acquiring and advancing high quality exploration projects, with the goal of generating exploration upside for joint venture partners, providing long term upside for shareholders while minimizing dilution.

More information about Japan Gold and its projects is available on the company’s website: https://japangold.com/.

About Solidcore

Solidcore Resources is a leading gold producer registered in AIFC, Kazakhstan, and listed on Astana International Exchange. Solidcore operates two producing gold mines and a major growth project (Ertis POX) in Kazakhstan.

Enquiries

Investor Relations	Media
Kirill Kuznetsov Alina Assanova +7 7172 47 66 55 (Kazakhstan) ir@solidcore-resources.com	Yerkin Uderbay +7 7172 47 66 55 (Kazakhstan) media@solidcore-resources.kz

FORWARD-LOOKING STATEMENTS

 

This release may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements speak only as at the date of this release. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or “should” or similar expressions or, in each case their negative or other variations or by discussion of strategies, plans, objectives, goals, future events or intentions. These forward-looking statements all include matters that are not historical facts. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the company’s control that could cause the actual results, performance or achievements of the company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the company’s present and future business strategies and the environment in which the company will operate in the future. Forward-looking statements are not guarantees of future performance. There are many factors that could cause the company’s actual results, performance or achievements to differ materially from those expressed in such forward-looking statements. The company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

 

 

[1] Based on the publicly available Japan Gold information.