JZR Gold Inc. Announces Private Placement Offering of Units to Raise Up To $1,500,000

(TheNewswire)

July 11, 2025 – TheNewswire -Vancouver, British Columbia,Canada – JZR Gold Inc. (TSXV:  JZR) (the“Company” or “JZR”) is pleased to announcethat it intends toundertake a non-brokered private placement offering (the“Offering”) of up to 5,000,000 units (each, a “Unit”) at a priceof $0.30 per Unit, to raise aggregate gross proceeds of up to$1,500,000.  Each Unit will be comprised of one common share (each, a“Share”) and one share purchase warrant (each, a “Warrant”). EachWarrant will entitle the holder to acquire one additional common share(each, a “WarrantShare”) of the Company at an exercise price of$0.40 per Warrant Share for a period of two (2) years after theclosing of the Offering. The Warrants will be subject to anacceleration clause whereby, in the event that the volume weightedaverage trading price of the Company’s common shares traded on TSXVenture Exchange, or any other stock exchange on which the Company’scommon shares are then listed, is equal to or greater than $0.75 for aperiod of 10 consecutive trading days, the Company shall have theright to accelerate the expiry date of the Warrants by giving writtennotice to the holders of the Warrants that the Warrants will expire onthe date that is not less than 30 days from the date that notice isprovided by the Company to the Warrant holders. The Units, Shares,Warrants and any Shares issued upon the exercise of the Warrants willbe subject to a hold period of four months and one day from the dateof issuance.

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 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 July 21, 2025,will be subject to satisfaction of certain conditions, including, butnot limited to, the receipt of all necessary regulatory and otherapprovals, including approval by the Exchange.

The Company intends to use the net proceeds from theOffering to fund operations of the fully constructed 800 tonne-per-daygravimetric mill, as well as future exploration work on the Vila NovaGold project located in Amapa State, Brazil, and for general workingcapital purposes. JZR has been advised by its Joint Venture RoyaltyAgreement partner, ECO Mining Oil & Gaz Drilling and ExplorationLtda. (EIRELI) (“ECO”), that the Mill is fully operational, butECO is completing a few minor improvements to the Mill to improveoperational efficiency. There will be further updates regardingoperations in the immediate future.

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 the securities of JZR have been registered under the U.S.Securities Act of 1933, as amended (the “U.S. Securities Act”), orany state securities law, and may not be offered or sold in the UnitedStates or to, or for the account or benefit of, persons in the UnitedStates or “U.S. persons” (as such term is defined in Regulation Sunder the U.S. Securities Act) absent registration or an exemptionfrom such registration requirements. This press release shall notconstitute an offer to sell or the solicitation of an offer to buy inthe United States nor shall there be any sale of the securities in anyState in which such offer, solicitation or sale would be unlawful.

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