Mr. Robert Klenk reports

JZR GOLD ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OFFERING OF CONVERTIBLE DEBENTURES

Further to news releases dated June 21, 2024, July 22, 2024, and Aug. 16, 2024, JZR Gold Inc. has closed the second and final tranche of the previously announced non-brokered private placement offering of unsecured convertible debentures. The company requested and received acceptance from the TSX Venture Exchange to increase the offering to up to $2-million. The principal sum of debentures issued in the second tranche totals $480,000, for total gross proceeds from the offering of $1.98-million.

The debentures will mature on the date that is one year from the date of issuance (the maturity date) and shall bear simple interest at a rate of 10 per cent per annum, payable on the maturity date. The principal sum of the debentures, or any portion thereof, and any interest may be converted into units of the company at a conversion price of 20 cents per unit. Each unit shall comprise one common share (a conversion share) and one share purchase warrant. Each warrant shall entitle the holder to acquire one additional common share in the capital of the company at a price of 25 cents per share for a period of 24 months from the date that the warrants are issued.

The debentures, units, conversion shares, warrants and warrant shares are collectively referred to herein as the securities. In connection with the second tranche of the offering, the company paid cash finders' fees of $14,700 and issued 73,500 non-transferable broker warrants being 6 per cent of the gross proceeds raised from persons introduced by the finder. The broker warrants have an exercise price of 20 cents with an expiry date of three years from the date of issuance. Other than the exercise price and expiry date, the finders' warrants shall otherwise be on the same terms as the warrants.

All debentures issued pursuant to the offering, including any securities into which they may be exercised or converted, are subject to a statutory hold period of four months and one day from the date of issuance thereof. The offering is subject to final acceptance by the exchange.

The company intends to use the net proceeds of the offering to: (i) finance operations of the fully constructed 800-tonne-per-day gravimetric mill, as well as future exploration work on the Vila Nova Gold project located in Amapa state, Brazil, (ii) to pay certain liabilities owed to arm's-length parties and (iii) for general working capital purposes. The company may finance operations on the Vila Nova Gold project by advancing funds, by way of one or more loans, to ECO Mining Oil & Gaz Drilling and Exploration (EIRELI), as operator of the Vila Nova project.

The company possesses a 50-per-cent net profit interest from all net profit generated from the Vila Nova project.

We seek Safe Harbor.