Mr. Robert Klenk reports

JZR GOLD CLOSES NON-BROKERED PRIVATE PLACEMENT OFFERING OF UNITS

JZR Gold Inc. has completed its previously announced non-brokered private placement of units at a price of 15 cents per unit. Pursuant to the offering, which was announced on Sept. 27, 2024, the company has issued 6,494,167 units for aggregate gross proceeds of $974,125. The company also wishes to announce that, due to investor interest, the offering was increased from $750,000 to $975,000. Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant is exercisable into one additional share at a price of 20 cents per warrant share for a period of three years from the date of issuance.

The company paid cash finders' fees of $16,749 and issued 111,660 non-transferable warrants to certain registered persons who acted as finders in connection with the offering. Other than being non-transferable, the finders' warrants have the same terms as the warrants.

The units, shares, warrants, warrants shares, finders' warrants and any shares issuable upon due exercise of the finders' warrants are collectively referred to as the securities. The securities are subject to a hold period of four months and one day from the date of issuance.

The company intends to use the net proceeds of the offering: (i) to 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 & Gas 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.

One insider of the company subscribed for a total of 270,000 units under the offering, which is a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any related party participation in the offering, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25 per cent of the company's market capitalization.

We seek Safe Harbor.