(TheNewswire)
Vancouver, British Columbia, Canada - TheNewswire - October 2, 2023 - JZRGold 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 3,000,000 units (each, a“ Unit ”) at a price of $0.20 per Unit, to raise aggregate grossproceeds of up to $600,000. Each Unit will be comprised of onecommon share (each, a “ Share ”) and one share purchase warrant(each, a “ Warrant ”). Each Warrant will entitle theholder to acquire one additional common share (each, a “ Warrant Share ”) ofthe Company at an exercise price of $0.40 per Warrant Share for aperiod of two (2) years after the closing of the Offering.
The Company intends to pay registered persons afinder’s fee comprised of 6% of the gross proceeds of the Offering,in cash, and such number of non-transferable finder’s warrants whichequals 6% of the number of Units (the “ Finder’s Warrants ”). Each Finder’s Warrant shall entitle the holder toacquire one common share (the “ Finder’s Warrant Shares ”) at a price of$0.40 per Finder’s Warrant Share for a period of two (2) years fromthe date of issuance. Other than being non-transferable, eachFinder’s Warrant shall otherwise be on the same terms as theWarrants. The Units, Shares, Warrants, WarrantShares, Finder’s Warrants and Finder’s Warrant Shares arecollectively referred to herein as the “ Securities ”.
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 onOctober 1, 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“ Existing SecurityholderExemption ”) . 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.
It is expected that certain Insiders (as such term isdefined under the policies of the TSX Venture Exchange (the“ Exchange ”)) of the Company may participate in the Offering. Theparticipation of Insiders in the Offering will constitute a “relatedparty transaction” within the meaning of Multilateral Instrument61-101 – Protection ofMinority Security Holders in Special Transactions (“ MI61-101 ”). The Company intends to rely onexemptions from the formal valuation and minority shareholder approvalrequirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101on the basis that participation in the Offering by Insiders will notexceed 25% of the fair market value of the Company’s marketcapitalization.
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 October 20,2023, 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 advance the development of the Vila Nova gold projectlocated in the state of Amapa, Brazil, and for general working capitalpurposes.
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 actual results, level of activity, performance orachievements of the Company to be materially different from thoseexpressed or implied by such forward-looking information. Thesefactors include, but are not limited to: theCompany may not complete the Offering; the Offering may not beapproved by the TSX Venture Exchange; risksassociated with the business of the Company; business and economicconditions in the mineral exploration industry generally; the supplyand demand for labour and other project inputs; changes in commodityprices; changes in interest and currency exchange rates; risks relatedto inaccurate geological and engineering assumptions; risks relatingto unanticipated operational difficulties (including failure ofequipment or processes to operate in accordance with thespecifications or expectations, cost escalation, unavailability ofmaterials and equipment, government action or delays in the receipt ofgovernment approvals, industrial disturbances or other job action andunanticipated events related to health, safety and environmentalmatters); risks related to adverse weather conditions; political riskand social unrest; changes in general economic conditions orconditions in the financial markets; and other risk factors asdetailed from time to time in the Company’s continuous disclosuredocuments filed with the Canadian securities regulators. Theforward-looking information contained in this press release isexpressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-lookinginformation, except as required by applicable securities 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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