(TheNewswire)
April 27, 2023 – TheNewswire - Vancouver, British Columbia, Canada – JZR Gold Inc. (the “ Company ” or“ JZR ”) ( TSXV:JZR ) is pleasedto announce that, further to its news release dated April 21, 2023, it has closed the first tranche of its previouslyannounced non-brokered private placement offering (the “ Offering ”) ofcommon shares (the “ Shares ”) by issuing 875,000 units (the“ Units ”) at a price of $0.60 per Unit for gross proceeds of$525,000. Each Unit is comprised of one common share (each, a“ Share ”) and one share 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 balance ofthe Offering is expected to close on or before May 30, 2023. TheUnits, Shares, Warrants and Warrants Shares are collectively referredto as the “Securities”. The Offering is subject to approval ofthe TSX Venture Exchange. The Securities will be subject to a holdperiod of four months and one day from the date of issuance.
Insiders of the Company subscribed for a total of500,000 Units under the Offering, which is a “related partytransaction” within the meaning of Multilateral Instrument 61-101 Protection of MinoritySecurity Holders in Special Transactions (“ MI 61-101 ”). The Company has relied on the exemptions from theformal valuation and minority shareholder approval requirements of MI61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI61-101 inrespect of any related party participation in the Offering, as neitherthe fair market value of the subject matter of, nor the fair marketvalue of the consideration for, the transaction, insofar as itinvolved the related parties, exceeded 25% of the Company’s marketcapitalization.
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 may fund operationson the Vila Nova Gold project by advancing fu nds, by way of one or more loans, to ECO Mining Oil & Gaz Drilling and Exploration (EIRELI)(“ ECO ”), as operator of the Vila Nova Project. Net proceeds will also be used for general working capitalpurposes. The Company possesses a 50% netprofit interest from all net profit generated from the Vila NovaProject.
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 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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