(TheNewswire)
April 21, 2023 – TheNewswire - Vancouver, British Columbia, Canada– JZR Gold Inc. ( TSXV:JZR ) (OTC:JZRIF) (the “ Company ” or “ JZR ”) announces with great sadness the passing of Dr. StewartJackson, PhD, P. Geo, the Company’s “Qualified Person” pursuantto National Instrument 43-101 – Standards of Disclosure for MineralProjects . Dr. Jackson was an accomplishedmining professional, with decades of experience in the exploration anddevelopment of mineral projects and was instrumentally involved inseveral successful discoveries. Management and the board ofdirectors of the Company wish to extend their sincere condolences toDr. Jackson’s family and friends.
The Company also wishes to announce that, due to marketconditions, it has amended the terms of its private placementpreviously announced on February 22, 2023. Pursuant to the newterms of the offering (the “ Offering ”), the Company intends to issue upto 4,166,666 units (each, a “ Unit ”) at a price of $0.60 per Unit, toraise gross proceeds of up to $2,500,000. Each Unit will becomprised of one common share (each, a “ Share ”) and oneshare purchase warrant (each, a “ Warrant ”). EachWarrant shall entitle the holder to acquire one additional commonshare (a “ WarrantShare ”) at a price of $0.90 per Warrant Sharefor a period of 18 months after the date of issuance. The Offeringis expected to close on or about May 30, 2023 and is subject toapproval of the TSX Venture Exchange (“ TSXV ”).
The Company intends to use the net proceeds of theOffering to fund operations of the fully constructed 800 tonne-per-daygravimetric mill, as well as future exploration work on the Vila NovaGold project located in Amapa State, Brazil (the “ Vila Nova Project ”). The Company possesses a 50% netprofit interest on all net profit generated from the Vila NovaProject. 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 alsobe used for general working capital purposes.
Finder’s fees or brokers’ commissions comprised ofcash, securities of the Company or a combination thereof may be paidin connection with the Offering, in accordance with the policies ofthe TSXV. The Units, Shares, Warrants and Warrant Shares issuedpursuant to the Offering will be subject to a statutory hold period offour months and one day from the date of issuance.
The Offering will be conducted pursuant to availableprospectus exemptions, including issuances to accredited investors,close personal friends and close business associates of directors andofficers of the Company and to existing shareholders of the Companypursuant to the exemption set out in BC Instrument 45-534 (the“ Existing ShareholderExemption ”). Shareholders of record of theCompany as at April 21, 2023 (the “ Record Date ”) areeligible to participate under the Existing Shareholder Exemption. Inorder to rely on the Existing Shareholder Exemption, the subscriber;(a) must have been a shareholder of the Company on the Record Date andcontinue to hold shares of the Company until the closing date of theOffering, (b) must be purchasing the Shares as principal, and (c) maynot purchase more than $15,000 value of securities in any 12-monthperiod, unless the subscriber has received advice from a registeredinvestment dealer regarding the suitability of the investment. If the Company receives subscriptions frominvestors relying on the Existing Shareholder Exemption which exceedthe maximum amount of the Offering, the Company intends to adjust thesubscriptions received on a pro-rata basis.
The Offering may close in one or more tranches, assubscriptions are received. Any participation by insiders willconstitute a related party transaction under Multilateral Instrument61-101 – Protection ofMinority Security Holders In Special Transactions (“ MI61-101 ”) but is expected to be exempt from theformal valuation and minority shareholder approval requirements of MI61-101.
For further information, please contact:
Robert Klenk
Chief Executive Officer
rob@jazzresources.ca
Forward-Looking Statements
This news release contains forward-looking statements,which includes any information about activities, events ordevelopments that the Company believes, expects or anticipates will ormay occur in the future. Forward-looking statements in this newsrelease include statements with respect to respect to the details ofthe Offering, including the proposed size, timing and the anticipateduse of proceeds, the receipt of regulatory approval for the Offering,the expected exploration activity on the Vila Nova Project by ECO andthe anticipated processing . Forward-looking information reflectsthe expectations or beliefs of management of the Company based oninformation currently available to it. Forward-looking informationis subject to known and unknown risks, uncertainties and other factorsthat 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: risks associated with thebusiness of the Company; business and economic conditions in themineral exploration industry generally; the supply and demand forlabour and other project inputs; changes in commodity prices; changesin interest and currency exchange rates; risks related to inaccurategeological and engineering assumptions; risks relating tounanticipated operational difficulties (including failure of equipmentor processes to operate in accordance with the specifications orexpectations, 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; geopolitical 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 news 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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