(TheNewswire)
April 16, 2024 – 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 offering (the “ Offering ”) of units(the “ Units ”), as described in its news release dated February 27,2024. Pursuant to the Offering, the Company issued 5,362,666 Units ata price of $0.15 per Unit for gross proceeds of $804,399.90. EachUnit consists of one common share in the capital of the Company (each,a “ Share ”) and one share purchase warrant (each, a “ Warrant ”). EachWarrant entitles the holder to acquire one additional Share (a“ Warrant Share ”) at a price of $0.25 per Warrant Share for a period ofnine (9) months from the date of issuance. The Units, Shares,Warrants, Finder’s Warrants and Warrants Shares are collectivelyreferred to as the “Securities”. The Securities will be subjectto a hold period of four months and one day from the date of issuance.
The Company paid cash finder’s fees totaling $1,800and issued 12,000 and issued non-transferable warrants (the“ Finder’sWarrants ”) to certain registered persons whoacted as finders. Other than being non-transferable, the Finder’sWarrants have the same terms as the Warrants.
Insiders subscribed for a total of 680,000 Units underthe Offering, which is a “related party transaction” within themeaning of Multilateral Instrument 61-101 Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 ”). TheCompany has relied on the exemptions from the formal valuation andminority shareholder approval requirements of MI 61-101 contained inSections 5.5(a) and 5.7(1)(a) of MI61-101 in respect of any relatedparty participation in the Offering, as neither the fair market valueof the subject matter of, nor the fair market value of theconsideration for, the transaction, insofar as it involved the relatedparties, exceeded 25% of the Company’s market capitalization.
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 Project ”), to pay certain debts and for general working capitalpurposes. It is expected that if any funds are allocated to the VilaNova Project, such funds will be advanced by way of one or more loansto ECO Mining Oil & Gaz Drilling andExploration (EIRELI) (“ ECO ”), which is the operator of the VilaNova Project. The Company possesses a 50% net profit interest from all net profitgenerated from the Vila Nova Project, which project is not currentlyoperating but is expected to be in operation in the near future.
The Company also announces that Kirk Fisher hasresigned as a director of the Company to devote more time to hisextensive business interests. The Company wishes to thank Mr. Fisherfor his many years of service and wishes him well in his futureendeavors.
The Company also announces that it has granted 500,000stock options (“ Options “) to Graham Carter,the Company’s Chief Operating Officer, pursuant to its equityincentive plan. Each Option entitles Mr. Carter to purchase onecommon share in the capital of the Company at an exercise price of$0.15 per common share for a period of ten (10) years from the date ofgrant. The Options vest immediately. All of the Options expire onApril 15, 2034.
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, thepotential loan of funds to ECO and the search for a new director tofill the vacancy created by Mr. Fisher’s resignation. 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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