JZR GOLD Announces a Private Placement Offering of Common Shares to Raise up to $2.5 Million
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DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES.
JZR GOLD INC.
February 22, 2023 TSXV: JZR
JZR GOLD ANNOUNCES A PRIVATE PLACEMENT OFFERING
OF COMMON SHARES TO RAISE UP TO $2.5 MILLION
Vancouver, British Columbia, Canada – JZR Gold Inc. (the “ Company” or “JZR”) (TSX-V: JZR) is
pleased to announce that it intends to undertake a non-brokered private placement offering (the “Offering”)
of up to 4,166,666 common shares (each, a “Share”) at a price of $0.60 per Share to raise gross proceeds
of up to $2,500,000. The Offering is expected to close on or about March 30, 2023 and is subject to approval
of the TSX Venture Exchange (“TSXV”).
The Company intends to use the net proceeds of the Offering to fund operations of the fully constructed
800 tonne -per-day gravimetric mill, as well as future exploration work on the Vila Nova Gold project
located in Amapa State, Brazil (the “Vila Nova Project”). The Company possesses a 50% net profit interest
from all net profit generated from the Vila Nova Project. Funds will be advanced to ECO Mining Oil &
Gaz Drilling and Exploration (EIRELI) (“ECO”), as operator of the Vila Nova Project, by way of one or
more loans to ECO. Net proceeds will also be used for general working capital purposes.
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Robert Klenk, Chief Executive Officer and Director of JZR Gold, commented: “With the capital from this
proposed financing, the company anticipates that ECO will be able to achieve maximum capacity at the
fully constructed bulk sampling gravimetric mill, allowing for the processing by ECO of an estimated 9
million tonnes of gold tailings with grades averaging 2.7 g/t for a projected contained gold content of over
700,000 ounces. Additionally, funds loaned to ECO will be used to undertake further exploration activities
by ECO on the Vila Nova Project”.
Finder’s fees or brokers’ commissions comprised of cash, securities of the Company or a combination
thereof may be paid in connection with the Offering, in accordance with the policies of the TSX V. All
securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one
day from the date of issuance.
The Offering will be conducted pursuant to available prospectus exemptions, including issuances to
accredited investors, close personal friends and close business associates of directors and officers of the
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Company and to existing shareholders of the Company pursuant to the exemption set out in BC Instrument
45-534 (the “ Existing Shareholder Exemption ”). Shareholders of record of the Company as at
February 21, 2023 (the “ Record Date ”) are eligible to participate under the Existing Shareholder
Exemption. In order to rely on the Existing Shareholder Exemption, the subscriber; (a) must have been a
shareholder of the Company on the Record Date and continue to hold shares of the Company until the
closing date of the Offering, (b) must be purchasing the Shares as principal, and (c) may not purchase more
than $15,000 value of securities in any 12-month period, unless the subscriber has received advice from a
registered investment dealer regarding the suitability of the investment. If the Company receives
subscriptions from investors relying on the Existing Shareholder Exemption which exceed the maximum
amount of the Offering, the Company intends to adjust the subscriptions received on a pro-rata basis.
The Offering may close in one or more tranches, as subscriptions are received Any participation by insiders
will constitute a related party transaction under Multilateral Instrument 61 -101 – Protection of Minority
Security Holders In Special Transactions (“MI 61-101”) but is expected to be exempt from the formal
valuation and minority shareholder approval requirements of MI 61-101.
The technical information in this news release has been prepared in accordance with National Instrument
43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), and r eviewed and approved by Dr.
Stewart A. Jackson, PGeo., a “Qualified Person” under NI 43-101 and independent of the Company. The
Company does not report any resources or reserves on the Vila Nova Project, and has not prepared a
preliminary economic assessment for the purposes of proceeding with any bulk sampling on the Vila Nova
Project.
For further information, please contact:
Robert Klenk
Chief Executive Officer
Forward-Looking Statements
This news release contains forward-looking statements, which includes any information about activities, events or developments
that the Company believes, expects or anticipates will or may occur in the future. Forward-looking statements in this news release
include statements with respect to respect to the details of the Offering, including the proposed size, timing and the anticipated use
of proceeds, the receipt of regulatory approval for the Offering, the expected exploration activity on the Vila Nova Project by ECO
and the anticipated processing . Forward-looking information reflects the expectations or beliefs of management of the Company
based on information currently available to it. Forward-looking information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially
different from those expressed or implied by such forward-looking information. These factors include, but are not limited to: risks
associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the
supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange
rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficul ties
(including failure of equipment or processes to operate in accordance with the specifications or expectations, unavailability of
materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job
action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather cond itions;
geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk
factors as detailed from time to time in the Company’s continuous disclosure documents filed with the Canadian securi ties
regulators. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary
statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities
laws.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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None of the securit ies of JZR have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of,
persons in the United S tates or “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent
registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.