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February 27, 2024 – TheNewswire - Vancouver, British Columbia,Canada – JZR Gold Inc. (TSXV:JZR)(OTCQB:JZRIF) (the “ Company ” or “ JZR ”) announcesthat it wishes to revise the terms of a proposed private placementoffering of units (each, a “ Unit ”), which were previously announced in anews release dated December 18, 2023. Pursuant to the revised terms,the Company intends toundertake a non-brokered private placement offering (the“ Offering ”) of up to 6,666,666 Units at a price of $0.15 per Unit,to raise aggregate gross proceeds of up to $1,000,000. Each Unitwill be comprised of one common share (each, a “ Share ”) and oneshare purchase warrant (each, a “ Warrant ”). EachWarrant will entitle the holder to acquire one additional common share(each, a “ WarrantShare ”) in the capital of the Company at anexercise price of $0.25 per Warrant Share for a period of nine (9)months after the closing of the Offering.
In connection with the Offering, the Company may pay afinder’s fee to registered persons, which fee will be comprised ofcash, in an amount equal to 6% of the gross proceeds raised frompersons introduced by the finder, and such number of non-transferablefinder’s warrants which equals 6% of the number of Units issued topersons introduced by the finder (the “ Finder’s Warrants ”). Each Finder’s Warrant shall entitle the holder toacquire one common share (the “ Finder’s Warrant Shares ”) at a price of$0.25 per Finder’s Warrant Share for a period of nine (9) monthsfrom the date of issuance. Other than being non-transferable, eachFinder’s Warrant shall otherwise be on the same terms as theWarrants. The Units, Shares, Warrants, WarrantShares, Finder’s Warrants and Finder’s Warrant Shares arecollectively referred to herein as the “ Securities ”.
The Units will be offered pursuant to availableprospectus exemptions set out under applicable securities laws andinstruments, including National Instrument 45-106 – Prospectus Exemptions. The Offering will also be made available to existingshareholders of the Company who, as of the close of business onFebruary 24, 2024, held common shares (and who continue to hold suchcommon shares as of the closing date), pursuant to the existingshareholder exemption set out in BC Instrument 45-534 Exemption From Prospectus Requirement forCertain Trades to Existing Security Holders (the “ ExistingSecurityholder Exemption ”) . The ExistingSecurityholder Exemption limits a shareholder to a maximum investmentof CAD$15,000 in a 12-month period unless the shareholder has obtainedadvice regarding the suitability of the investment and, if theshareholder is resident in a jurisdiction of Canada, that advice hasbeen obtained from a person that is registered as an investment dealerin the jurisdiction. If the Company receives subscriptions frominvestors relying on the Existing Shareholder Exemption which exceedsthe maximum amount of the Offering, the Company intends to adjust thesubscriptions received on a pro-rata basis.
Certain Insiders (as such term is defined under thepolicies of the TSX Venture Exchange (the “ Exchange ”)) of theCompany may participate in the Offering. Any participation of Insidersin the Offering will constitute a “related party transaction”within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 ”). TheCompany intends to rely on exemptions from the formal valuation andminority shareholder approval requirements provided under subsections5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in theOffering by Insiders will not exceed 25% of the fair market value ofthe Company’s market capitalization.
The Offering may close in one or more tranches, assubscriptions are received. The Securities will be subject to a holdperiod of four months and one day from the date of issuance. Closingof the Offering, which is expected to occur on or about March 15,2024, will be subject to satisfaction of certain conditions,including, but not limited to, the receipt of all necessary regulatoryand other approvals, including approval by the Exchange.
The Company intends to use the net proceeds from theOffering to advance the development of the Vila Nova gold projectlocated in the state of Amapa, Brazil, and for general working capitalpurposes.
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 size, timing and the expected use ofproceeds and the receipt of regulatory approval for the Offering. 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: the Company may not complete theOffering; the Offering may not be approved by the TSX VentureExchange; risks associated with the business ofthe Company; business and economic conditions in the mineralexploration industry generally; the supply and demand for labour andother project inputs; changes in commodity prices; changes in interestand currency exchange rates; risks related to inaccurate geologicaland engineering assumptions; risks relating to unanticipatedoperational difficulties (including failure of equipment or processesto operate in accordance with the specifications or expectations, costescalation, 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; political 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 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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