(TheNewswire)
Vancouver, British Columbia, Canada - TheNewswire - December 18, 2023 - JZR Gold Inc. (TSXV:JZR) (OTC:JZRIF) (the “ Company ” or“ JZR ”) is pleased to announce that itintends to undertake a non-brokered privateplacement offering (the “ Offering ”) of up to 5,000,000 units (each, a“ Unit ”) at a price of $0.20 per Unit, toraise aggregate gross proceeds of up to $1,000,000. Each Unit willbe comprised of one common share (each, a “ Share ”) and oneshare purchase warrant (each, a “ Warrant ”). EachWarrant will entitle the holder to acquire one additional common share(each, a “ WarrantShare ”) in the capital of the Company at anexercise price of $0.30 per Warrant Share for a period of nine (9)months after the closing of the Offering.
The Units will be offered pursuant to availableprospectus 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 onDecember 15, 2023, held common shares (and who continue to hold suchcommon shares as of the closing date), pursuant to the existingshareholder exemption 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 ofCanada, that advice has been obtained from a person that is registeredas an investment dealer in the jurisdiction. If the Company receivessubscriptions from investors relying on the Existing ShareholderExemption which exceeds the maximum amount of the Offering, theCompany intends to adjust the subscriptions received on a pro-rata basis.
Certain Insiders (as such term is defined under thepolicies of the TSX Venture Exchange (the “ Exchange ”)) of theCompany may participate in the Offering. Any participation of Insidersin the Offering will constitute a “related party transaction”within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 ”). TheCompany intends to rely on exemptions from the formal valuation andminority shareholder approval requirements provided under subsections5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in theOffering by Insiders will not exceed 25% of the fair market value ofthe Company’s market capitalization.
The Offering may close in one or more tranches, assubscriptions are received. The Securities will be subject to a holdperiod of four months and one day from the date of issuance. Closingof the Offering, which is expected to occur on or about December 22,2023, will be subject to satisfaction of certain conditions,including, but not limited to, the receipt of all necessary regulatoryand other approvals, including approval by the Exchange.
The Company intends to use the net proceeds from theOffering to prepare and commence operation of the gravimetricprocessing mill that was constructed on the Vila Nova gold projectlocated in the state of Amapa, Brazil, and for general working capitalpurposes.
The Company is also pleased to announce the results ofits 2023 Annual and Special General Meeting (“ AGM ”) ofshareholders held on Friday, December 8th, 2023. Shareholders approved all the resolutions detailed in themanagement information circular of the Company (the “ Circular ”),namely:
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Fixing the number of directors at three (3)
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Electing all of management’s nominees to the Board of Directors ofthe Company.
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Appointing Baker Tilly WM LLP, Chartered Professional Accountants, asauditor of the Company for the ensuing year and authorizing thedirectors to determine the auditor’s compensation.
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Approving the adoption of new Articles for the Company
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Approving the inclusion of certain Advance Notice Provisions in theArticles
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Approving and reconfirming the Equity Incentive Planfor the Company.
A total o f 11,040,818c ommon shares of the Company were voted at theAGM, representing approximately 25.94% of the issued and outstandingcommon shares of the Company.
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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