(TheNewswire)
October 30, 2023 – TheNewswire - Vancouver, British Columbia, Canada – JZR Gold Inc. (the “ Company ” or“ JZR ”) ( TSXV:JZR ) is pleasedto announce that it has completed its previouslyannounced non-brokered private placement (the “ Offering ”), asdescribed in its news releases dated October 2 and October 23, 2023,pursuant to which it has issued an aggregate of 4,000,000 units (each,a “ Unit ”) at a price of $0.20 per Unit for gross proceeds of$800.000. Each Unit consists of one common share in the capital ofthe Company (each, a “ Share ”) and one common share purchasewarrant (each, a “ Warrant ”). Each Warrant is exercisable intoone additional Share (a “ Warrant Share ”) at a price of $0.40 perWarrant Share for a period of two (2) years from the date of issuance.The Units, Shares, Warrants, Finder’s Warrants and Warrants Sharesare collectively referred to as the “Securities”. The Securitieswill be subject to a hold period of four months and one day from thedate of issuance.
One insider 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 paid cash finder’s fees totaling $7,200and issued 36,000 non-transferable warrants (the “ Finder’s Warrants ”) to certain registered persons who acted as finders. Other than being non-transferable, the Finder’s Warrants have thesame terms as the Warrants.
The Company intends to use the net proceeds of theOffering to further facilitate the development of the Vila Nova Goldproject located in Amapa State, Brazil (the “ Vila Nova Gold Project ”) and for general working capital purposes. It isexpected that if any funds are allocated to the Vila Nova GoldProject, such funds will be advanced by way of one or more loans toECO Mining Oil & Gaz Drilling andExploration (EIRELI) (“ ECO ”), which is the operator of the VilaNova Gold Project. The Company possesses a 50% net profit interest from all net profitgenerated from the Vila Nova Gold Project, which is not in production.
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 anticipated use of the net proceeds andthe potential loan of funds to ECO. Forward-looking informationreflects the expectations or beliefs of management of the Companybased on information currently available to it. Forward-lookinginformation is subject to known and unknown risks, uncertainties andother factors that may cause the actual results, level of activity,performance or achievements of the Company to be materially differentfrom those expressed or implied by such forward-looking information. These factors include, but are not limited to: risks associated withthe business 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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