(TheNewswire)
October 28, 2022 – TheNewswire - Vancouver, British Columbia,Canada – JZR Gold Inc. (TSXV:JZR) (the “ Company ” or“ JZR ”) is pleased to announce that it has closed the secondtranche of its previously announced non-brokered private placementoffering (the “ Offering ”) of units (the “ Units ”) and,pursuant thereto, issued 736,924 Units at a price of $0.65 per Unitfor gross proceeds of $479,000. Each Unit is comprised of one commonshare (a “ Share ”) in the capital of the Company and one share purchasewarrant (a “ Warrant ”). Each Warrant shall entitle theholder to acquire one additional common share in the capital of theCompany at a price of $0.80 per Share for a period of 12 months afterthe date of issuance of the Warrants. TheWarrants are subject to an acceleration provision whereby, in theevent the Company's common shares have a closing price on the TSXVenture Exchange (the " Exchange ") (or such other exchange onwhich the shares may be traded at such time) of greater than $1.20 pershare for a period of 15 consecutive trading days at any time afterfour months and one day from the closing date of the Offering, theCompany may accelerate the expiry date of the Warrants by givingnotice via news release to the holders thereof and, in such case, theWarrants will expire on the 30th day after the date on which the newsrelease is disseminated by the Company. Closing of the Offering issubject to final acceptance by the Exchange.
In connection with the Offering, the Company has paidfinder’s fees to certain registered brokerage firms, comprised of anaggregate cash payment of $1,950, and issued an aggregate of 6,000non-transferable compensation warrants, substantially upon the sameterms and conditions as the Warrants. The Units, Shares, Warrants,compensation warrants and any Shares issued upon the exercise of theWarrants or compensation warrants will be subject to a hold period offour months and one day from the date of issuance.
The Company will use the net proceeds of the Offeringto further advance the development on the Vila Nova gold projectlocated in the state of Amapa, Brazil, specifically, to finish testingthe 800 tonne / per day mill and to begin bulk sampling at the VilaNova Gold Project in the fourth quarter of 2022 and for generalworking capital purposes.
The Company also announces that it has granted anaggregate of 200,000 stock options (the “ Options ”) to anexecutive officer of the Company. The Options may be exercised intocommon shares of the Company at a price of $0.65 per share for aperiod of five (5) years. The Options are governed by the terms ofthe Company’s stock option plan currently in effect and all Options,and any common shares issued upon the exercise thereof, will besubject to a hold period of four months and one day from the date ofgrant of the Options.
For further information, please contact:
Robert Klenk
Chief Executive Officer
rob@jazzresources.ca
Forward-Looking Information
This press release contains certain “forward-lookinginformation” within the meaning of applicable Canadian securitieslegislation. Forward-looking information in this press releaseincludes all statements that are not historical facts, including,without limitation, statements with respect to the details of theOffering, including the proposed use of proceeds and the receipt ofregulatory approval for the Offering, and expected completion of thebulk sampling mill on the Vila Nova property. Forward-lookinginformation reflects the expectations or beliefs of management of theCompany based on information currently available to it. Forward-looking information is subject to known and unknown risks,uncertainties and other factors that may cause the actual results,level of activity, performance or achievements of the Company to bematerially 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 as amineral exploration issuer; 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, cost escalation, unavailability of materials andequipment, government action or delays in the receipt of governmentapprovals, industrial disturbances or other job action andunanticipated events related to health, safety and environmentalmatters); risks related to adverse weather conditions; political riskand 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 press 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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