Nippon Dragon Resources Inc. announced that Nippon Dragon Resources Inc. ('NDR') and Material Japan Inc. have reached an agreement to amend their Joint-Venture Agreement (JV). Reference is made to the JV entered into by the Parties dated March 15th, 2019 as amended on August 1st, 2019 (1St JV Amendment) and together with the JV (Amended JV Agreement). The Parties have agreed to proceed with a second Amendment (the "Amendment") to the Amended JV Agreement subject to the following terms and conditions: The Amended JV Agreement is amended by terminating the 1st JV Amendment, thereby removing Nippon's Rocmec-1 project from the Joint Venture, such that the original JV agreement shall remain the only binding agreement between the Parties and related solely to the Denain project; As consideration for the Amendment to the Amended JV Agreement, the cash advances made by MJ under the Amended JV Agreement and the termination of the 1st JV Amendment, NDR hasagreed to make a total payment of CAD 525,000.00 to MJ as follows: (i) a cash payment of CAD 25,000.00 (the `Cash Payment) and (ii) 10 million common shares of NDR (the `NDR Shares') at a deemed price of CAD 0.05 per NDR Share (the `Share Payment'). The Cash Payment and Share Payment shall be completed by NDR concurrently with the closing of the Offering. The issued shares shall be subject to a hold period of four months and one day from the date of issuance; NDR obtaining the required corporate and regulatory approvals, including the approval of the TSXV Venture Exchange; NDR having completed the Offering for gross proceeds of at least CAD 1.2 million.