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June 21, 2024 – TheNewswire - Vancouver, British Columbia,Canada – JZR Gold Inc. (TSXV: JZR) (OTCQB:JZRIF) (the “ Company ” or “ JZR ”) announcesthat it intends to undertake a non-brokered private placementoffering of convertible debentures (the “ Debentures ”) toraise gross proceeds of up to $1,500,000 (the “ Offering ”). Theprincipal sum of each Debenture will be $1,000. The Debentures willbear interest at a simple rate of ten percent (10%) per annum and willmature on the date that is one (1) year from the date of issuance (the“ Maturity Date ”). The principal amount of the Debentures may, at theelection of the holders and at any time prior to the Maturity Date, beconverted into units of the Company (the “ Conversion Units ”)at a conversion price of $0.20 per Conversion Unit. Each ConversionUnit shall be comprised of one common share (each, a “ Conversion Share ”)in the capital of the Company and one share purchase warrants (each, a“ ConversionWarrant ”). Each Conversion Warrant shallentitle the holder to acquire one Conversion Share at a price of $0.25per Conversion Share for a period of twenty-four (24) months from thedate of issuance. The Debentures, Conversion Units, ConversionShares, Conversion Warrants, Conversion Warrant Shares arecollectively referred to herein as the “ Securities ”.
The Company intends to use the net proceeds of theOffering for development expenditures on the Vila Nova gold projectlocated in the State of Amapa, Brazil and for general working capitalpurposes.
The Offering is subject to certain conditionsincluding, but not limited to, receipt of TSX Venture Exchange(“ Exchange ”) approval. The Debentures, and any Conversion Sharesissuable upon the conversion thereof, will be subject to a statutoryhold period of four months and one day from the date of issuance.Closing of the Offering is expected to occur on or aboutJuly 20, 2024.
In connection with the Offering, the Company may pay afinder’s fee, in cash, to registered persons in an amount equal to6% of the gross proceeds raised from persons introduced by the finder.
The Debentures will be offered pursuant to one or moreprospectus exemptions set out under applicable securities laws andinstruments, including National Instrument 45-106 – Prospectus Exemptions. The Offering will also be made available to existingshareholders of the Company who, as of the close of business on June18, 2024, held common shares (and who continue to hold such commonshares as of the closing date), pursuant to the existing shareholderexemption set out in BC Instrument 45-534 Exemption From Prospectus Requirement forCertain Trades to Existing Security Holders (the “ ExistingSecurityholder Exemption ”) . The ExistingSecurityholder Exemption limits a shareholder to a maximum investmentof CAD$15,000 in a 12-month period unless the shareholder has obtainedadvice regarding the suitability of the investment and, if theshareholder is resident in a jurisdiction of Canada, that advice hasbeen obtained from a person that is registered as an investment dealerin the jurisdiction. If the Company receives subscriptions frominvestors relying on the Existing Shareholder Exemption which exceedsthe maximum amount of the Offering, the Company intends to adjust thesubscriptions received on a pro-rata basis.
Certain Insiders (as such term is defined under thepolicies of the Exchange) of the Company may participate in theOffering. Any participation of Insiders in the Offering willconstitute a “related party transaction” within the meaning ofMultilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 ”). It isanticipated that the Company will be able to rely on exemptions fromthe formal valuation and minority shareholder approval requirementsprovided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basisthat participation in the Offering by Insiders will not exceed 25% ofthe fair market value of the Company’s market capitalization.
For further information, please contact:
Robert Klenk
Chief Executive Officer
rob@jazzresources.ca
Forward-Looking Information
This press release contains certain “forward-lookinginformation” within the meaning of applicable Canadian securitieslegislation. Forward-looking information in this press releaseincludes all statements that are not historical facts, including,without limitation, statements with respect to the details of theOffering, including the proposed size, timing and the expected use ofproceeds and the receipt of regulatory approval for the Offering. Forward-looking information reflects the expectations or beliefs ofmanagement of the Company based on information currently available toit. Forward-looking information is subject to known and unknownrisks, uncertainties and other factors that may cause the actualresults, level of activity, performance or achievements of the Companyto be materially different from those expressed or implied by suchforward-looking information. These factors include, but are notlimited to: the Company may not complete theOffering; the Offering may not be approved by the TSX VentureExchange; risks associated with the business ofthe Company; business and economic conditions in the mineralexploration industry generally; the supply and demand for labour andother project inputs; changes in commodity prices; changes in interestand currency exchange rates; risks related to inaccurate geologicaland engineering assumptions; risks relating to unanticipatedoperational difficulties (including failure of equipment or processesto operate in accordance with the specifications or expectations, costescalation, unavailability of materials and equipment, governmentaction or delays in the receipt of government approvals, industrialdisturbances or other job action and unanticipated events related tohealth, safety and environmental matters); risks related to adverseweather conditions; political risk and social unrest; changes ingeneral economic conditions or conditions in the financial markets;and other risk factors as detailed from time to time in theCompany’s continuous disclosure documents filed with the Canadiansecurities regulators. The forward-looking information contained inthis press release is expressly qualified in its entirety by thiscautionary statement. The Company does not undertake to update anyforward-looking information, except as required by applicablesecurities laws.
Neither the TSXVenture Exchange nor its regulation services provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this pressrelease.
None of thesecurities of JZR have been registered under the U.S. Securities Actof 1933, as amended (the “U.S. Securities Act”), or any statesecurities law, and may not be offered or sold in the United States orto, 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 theU.S. Securities Act) absent registration or an exemption from suchregistration requirements. This press release shall not constitute anoffer to sell or the solicitation of an offer to buy in the UnitedStates nor shall there be any sale of the securities in any State inwhich such offer, solicitation or sale would be unlawful.
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