JZR Gold Inc. Closes Non-Brokered Private Placement Offering Of Units

(TheNewswire)

March 4, 2025 – TheNewswire - Vancouver, British Columbia,Canada – JZR Gold Inc. (TSXV:  JZR) (the“ Company ” or “ JZR ”) is pleased to announce that it hascompleted its previously announced non-brokered private placement (the“ Offering ”) of units (each, a “ Unit ”) at a priceof $0.25 per Unit. Pursuant to the Offering, which was announced onJanuary 27, 2025, the Company has issued 2,536,000 Units for aggregategross proceeds of $634,000. The Company also wishes to announce that,due to investor interest, the Offering was increased from $600,000 to$634,000.

Each Unit consists of one common share in the capitalof the Company (each, a “S hare ”) and one common share purchase warrant(each, a “ Warrant ”). Each Warrant is exercisable intoone additional Share (each, a “ Warrant Share ”) at a price of $0.35 perWarrant Share for a period of three (3) years from the date ofissuance, subject to acceleration. The Warrants are subject to anacceleration provision whereby, in the event that the volume weightedaverage trading price of the Company’s common shares traded on TSXVenture Exchange (the “ Exchange ”), or any other stock exchange onwhich the Company’s common shares are then listed, is equal to orgreater than $0.75 for a period of 10 consecutive trading days, theCompany shall have the right to accelerate the expiry date of theWarrants by giving written notice to the holders of the Warrants thatthe Warrants will expire on the date that is not less than 30 daysfrom the date that notice is provided by the Company to the Warrantholders. The Company did not pay any finder’s fees in closing thisOffering.

The Units, Shares, Warrants, and Warrant Shares arecollectively referred to as the “ Securities ”. TheSecurities are subject to a hold period of four months and one dayfrom the date of Closing.

One insider of the Company subscribed for 200,000 Unitsunder the Offering, which is a “related party transaction” withinthe meaning 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 insubsections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of anyrelated party participation in the Offering, as neither the fairmarket value of the subject matter of, nor the fair market value ofthe consideration for, the transaction, insofar as it involved therelated parties, exceed 25% of the Company’s marketcapitalization.

None of the Securities sold in connection with theOffering have been or will be registered under the United States Securities Act of 1933, as amended, and no such securities may beoffered or sold in the United Shares absent registration or anapplicable exemption from the registration requirements. This newsrelease shall not constitute an offer to sell or the solicitation ofan offer to buy nor shall there be any sale of the securities in anyjurisdiction in which such offer, solicitation or sale would beunlawful.

The Company intends to use the proceeds from theOffering to fund start-up and operations of the 800 tonne-per-day bulksampling gravimetric mill, as well as future exploration work on theVila Nova Gold Project, all by way of one or more loans to ECO MiningOil & Gaz Drilling and Exploration (EIRELI), our operatingpartner, and for general working capital purposes.

For further information, please contact:

Robert Klenk

Chief Executive Officer

rob@jzrgold.com

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; thetesting and anticipated commencement of operation of the Mill.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 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: the Company may not complete theOffering; the Offering may not be approved by the TSX VentureExchange; risks associated with the business ofthe Company; the Mill may not commence operating once testing has beencompleted, or at all; 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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