JZR GOLD Announces the Passing of Dr. Stewart Jackson and Amends the Terms of Its Previously Announced Private Placement Offering
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JZR GOLD INC.
April 21, 2023 TSXV: JZR
JZR GOLD ANNOUNCES THE PASSING OF DR. STEWART JACKSON
AND AMENDS THE TERMS OF ITS PREVIOUSLY ANNOUNCED PRIVATE
PLACEMENT OFFERING
Vancouver, British Columbia, Canada – JZR Gold Inc. (TSX-V: JZR) (OTC: JZRIF) (the “Company”
or “JZR”) announces with great sadness the passing of Dr. Stewart Jackson, PhD, P. Geo, the Company’s
“Qualified Person” pursuant to National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
Dr. Jackson was an accomplished mining professional, with decades of experience in the exploration and
development of mineral projects and was instrumentally involved in several successful discoveries .
Management and the board of directors of t he Company wish to extend their sincere condolences to
Dr. Jackson’s family and friends.
The Company also wishes to announce that, due to market conditions, it has amended the terms of its private
placement previously announced on February 22, 2023. Pursuant to the new terms of the offering (the
“Offering”), the Company intends to issue up to 4,166,666 units (each, a “ Unit”) at a price of $0.60 per
Unit, to raise gross proceeds of up to $2,500,000. Each Unit will be comprised of one common share (each,
a “Share”) and one share purchase warrant (each, a “Warrant”). Each Warrant shall entitle the holder to
acquire one additional common share (a “ Warrant Share”) at a price of $0.90 per Warrant Share for a
period of 18 months after the date of issuance. The Offering is expected to close on or about May 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
on 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.
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 TSXV. The
Units, Shares, Warrants and Warrant Shares 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 exemptio ns, including issuances to
accredited investors, close personal friends and close business associates of directors and officers of the
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
April 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
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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 th e formal
valuation and minority shareholder approval requirements of MI 61-101.
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 intere st and currency exchange
rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational diffic ulties
(including failure of equipment or processes to operate in accordance with the specifications or ex pectations, 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 rela ted to adverse weather conditions;
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 fil ed with the Canadian securities
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.
None of the securities 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 States 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.