(TheNewswire)
Vancouver, British Columbia, Canada– TheNewswire - July 22, 2024 - JZRGold Inc. (the “ Company ” or “ JZR ”) ( TSX-V:JZR ) is pleased toannounce that it has closed the first tranche of its previouslyannounced non-brokered private placement offering (the “ Offering ”) ofunsecured convertible debentures (the “ Debentures ”).Pursuant to the Offering, which was announced on June 21, 2024, theCompany has issued Debentures in the aggregate principal amount of$1,500,000. The Company also wishes to announce that, due to investorinterest, the Offering has been increased to $1,700,000.
The Debentures will mature on the date that is one (1)year from the date of issuance (the “ Maturity Date ”) andshall bear simple interest at a rate of 10% per annum, payable on theMaturity Date. The principal sum of the Debentures, or any portionthereof, and any interest may be converted into units (the“ Units ”) of the Company at a conversion price of $0.20 per Unit. Each Unit shall be comprised of one common share (a “ Conversion Share ”)and one share purchase warrant (a “ Warrant ”). EachWarrant shall entitle the holder to acquire one additional commonshare (a “ WarrantShare ”) in the capital of the Company at aprice of $0.25 per share for a period of twenty-four (24) months fromthe date that the Warrants are issued.
The Debentures, Units, Conversion Shares, Warrants andWarrant Shars are collectively referred to herein as the“ Securities ”. No finder’s fees were paid in connection with theclosing of the first tranche of the Offering.
All Debentures issued pursuant to the Offering,including any securities into which they may be exercised orconverted, are subject to a statutory hold period of four months andone day from the date of issuance thereof. The Offering is subjectto final acceptance by the Exchange.
The Company also announces that, on July 14, 2024, ithad entered into a non-binding letter of intent (the “ LOI ”) with anarm’s length party in connection with a potential transaction, whichLOI was terminated on July 18, 2024.
The Company intends to use the net proceeds of theOffering to: (i) fund operations of the fully constructed 800tonne-per-day gravimetric mill, as well as future exploration work onthe Vila Nova Gold project located in Amapa State, Brazil (the“ Vila NovaProject ”), (ii) to pay certain liabilitiesowed to arm’s length parties and (iii) for general working capitalpurposes. The Company may fund operations on theVila Nova Gold project by advancing fu nds, byway of one or more loans, to ECO Mining Oil& Gaz Drilling and Exploration (EIRELI) (“ ECO ”), as operatorof the Vila Nova Project. Net proceeds willalso be used for general working capital purposes. The Companypossesses a 50% net profit interest from all netprofit generated from the Vila Nova Project.
For further information, please contact:
Robert Klenk
Chief Executive Officer
E: rob@jazzresources.ca
T: 604.329.9092
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 net proceeds, the receipt of regulatory approval for theOffering, the potential loan of funds to ECO and the expectedoperation of the gravimetric mill on the Vila Nova property. 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: risks associated with the business of the Company;business and economic conditions in the mineral exploration industrygenerally; the supply and demand for labour and other project inputs;changes in commodity prices; changes in interest and currency exchangerates; risks related to inaccurate geological and engineeringassumptions; risks relating to unanticipated operational difficulties(including failure of equipment or processes to operate in accordancewith the specifications or expectations, unavailability of materialsand 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; geopoliticalrisk and 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 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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