JZR GOLD Closes First Tranche of Non-Brokered Private Placement Offering of Units
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DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES.
JZR GOLD INC.
April 27, 2023 TSXV: JZR
JZR GOLD CLOSES FIRST TRANCHE OF NON-BROKERED
PRIVATE PLACEMENT OFFERING OF UNITS
Vancouver, British Columbia, Canada – JZR Gold Inc. (the “ Company” or “JZR”) (TSX-V: JZR) is
pleased to announce that, further to its news release dated April 21, 2023, it has closed the first tranche of
its previously announced non-brokered private placement offering (the “Offering”) of common shares (the
“Shares”) by issuing 875,000 units (the “Units”) at a price of $0.60 per Unit for gross proceeds of $525,000.
Each Unit is 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
balance of the Offering is expected to close on or before Ma y 30, 2023. The Units, Shares, Warrants and
Warrants Shares are collectively referred to as the “Securities”. The Offering is subject to approval of the
TSX Venture Exchange. The Securities will be subject to a hold period of four months and one day from
the date of issuance.
Insiders of the Company subscribed for a total of 500,000 Units under the Offering, which is a “related
party transaction” within the meaning of Multilateral Instrument 61 -101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The Company has relied on the exemptions from the
formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a)
and 5.7(1)(a) of MI61-101 in respect of any related party participation in the Offering, as neither the fair
market value of the subject matter of, nor the fair mar ket value of the consideration for, the transaction,
insofar as it involved the related parties, exceeded 25% of the Company’s market capitalization.
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 may fund operations on the Vila
Nova Gold project by advancing funds, by way of one or more loans, to ECO Mining Oil & Gaz Drilling
and Exploration (EIRELI) (“ECO”), as operator of the Vila Nova Project. Net proceeds will also be used
for general working capital purposes. The Company possesses a 50% net profit interest from all net profit
generated from 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 net proceeds, the receipt of regulatory approval for the Offering, the potential loan of funds to ECO and the expected operation
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of the gravimetric mill on the Vila Nova property. 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 t he
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 pri ces; changes
in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating t o
unanticipated operational difficulties (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 approval s,
industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related
to adverse weather conditions; geopolitical risk and social unrest; changes in general economic conditions or conditions in t he
financial markets; and other risk factors as detailed from time to time in the Company’s continuous disclosure documents filed 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 const itute 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.