Suite 650 - 669 Howe Street

Vancouver, British Columbia

V6C 0B4 Canada

www.japangold.com

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an annual general meeting (the "Meeting") of the shareholders of Japan Gold Corp. (the "Company") will be held via teleconference on Thursday, October 21, 2021 at 3:00 p.m. (Vancouver time) for the following purposes:

  1. to receive the annual financial statements of the Company for its fiscal year ended December 31, 2020, together with the report of the auditors thereon;
  2. to appoint KPMG, LLP, as auditor for the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;
  3. to fix the number of directors at seven;
  4. to elect directors for the ensuing year;
  5. to authorize and approve the continuation of the Company's stock option plan, as more particularly set forth in the accompanying Information Circular; and
  6. to transact any other business which may properly come before the Meeting, or any adjournment or postponement thereof.

This year, as part of our corporate social responsibility in response to COVID-19, and in order to mitigate potential risks to the health and safety of our shareholders, employees, communities and other stakeholders, the Company will not be permitting in person voting at the Meeting, and shareholders must vote by proxy in advance of the Meeting in order to have their votes counted.

To ensure the safety of our shareholders and other stakeholders entitled to attend the Meeting amidst the ongoing COVID-19 pandemic, the Company is conducting a virtual Meeting which allows participation via teleconference. The Meeting will be deemed to be held at the Company's office located at Suite 650 - 669 Howe Street, Vancouver, BC, V6C 0B4. Registered shareholders and validly appointed proxyholders may attend the Meeting by calling 1-877- 269-7756 (toll-free in Canada and United States) or 201-689-7817.

Accompanying this notice of Meeting is the Circular, a form of proxy ("Proxy") or Voting Instruction Form ("VIF"), and a form whereby shareholders can request to be added to the Company's supplemental mailing list. The Circular provides more detailed information relating to the matters to be addressed at the Meeting, and forms part of this Notice.

The board of directors have fixed the close of business on September 13, 2021 as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof.

Due to the COVID-19 pandemic and issues related to the verification of shareholder identity via teleconference, in person voting will not be permitted at the Meeting. If you are a registered shareholder and wish to have your vote counted, you will be required to complete, date, sign and return, in the envelope provided for that purpose, the accompanying Proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the Proxy must be received by our transfer agent, Computershare Investor Services Inc., by no later than 3:00 p.m. (Vancouver time) on Tuesday, October 19, 2021 or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time to which the Meeting may be adjourned or postponed. Alternatively, you may vote by telephone or via the internet following the instructions provided on the Proxy and in the Circular.

If you are a non-registered holder of Company shares and have received this notice of Meeting and accompanying materials through an intermediary, such as an investment dealer, broker, custodian, administrator or other nominee,

or a clearing agency in which the intermediary participates, please complete and return the form of VIF provided to you in accordance with the instructions provided therein.

If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining and depositing the required form of Proxy, you should contact Computershare Investor Services Inc. by telephone at 1- 800-564-6253 (toll free in North America), by fax at 1-866-249-7775 or by e-mail at service@computershare.com.

DATED at Vancouver, British Columbia, this 13th day of September, 2021.

ON BEHALF OF THE BOARD OF DIRECTORS

OF JAPAN GOLD CORP.

By: "John G. Proust"

Chief Executive Officer and Director

Whether or not you expect to attend the Meeting via telephone conference, please submit the accompanying Proxy or VIF well in advance of the voting deadline at 3:00 p.m. (Vancouver time) on Tuesday, October 19, 2021 or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time to which the Meeting may be adjourned or postponed. In person voting will not be permitted at the Meetingdue to the COVID-19 pandemic and issues related to the verification of shareholder identity via teleconference. The accompanying Circular provides further information respecting proxies and the matters to be considered at the Meeting and is deemed to form part of this notice of Meeting.

These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Attachments

  • Original document
  • Permalink

Disclaimer

Japan Gold Corp. published this content on 23 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 September 2021 18:21:08 UTC.