Mr. Robert Klenk reports

JZR GOLD INC. PROVIDES AN UPDATE REGARDING THE VILA NOVA GOLD PROJECT IN BRAZIL AND ANNOUNCES PRIVATE PLACEMENT OFFERING OF UNITS TO RAISE UP TO $600,000

JZR Gold Inc. wishes to provide an update on operations at Vila Nova gold project, located in the state of Amapa, Brazil. The company possesses a 50-per-cent net profit interest in all net profit generated from the Vila Nova project, pursuant to a joint venture royalty agreement dated July 6, 2020, as amended on Jan. 9, 2023, with ECO Mining Oil & Gaz Drilling Exploration EIRELI. ECO, as the operator of the Vila Nova project, has commissioned the manufacture of an 800-tonne-per-day gravimetric mill, which mill has been assembled and is located on the Vila Nova property. ECO has advised the company that the mill has been energized and that it is currently testing each individual component, including pumps and hoses. ECO has indicated to the company that it expects that the mill will commence operating as soon as practicable after testing has been completed.

The company also announces that it intends to undertake a non-brokered private placement offering of up to 2.4 million units at a price of 25 cents per unit, to raise aggregate gross proceeds of up to $600,000. Each unit will comprise one common share and one share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the company at an exercise price of 35 cents per warrant share for a period of three years after the closing of the offering. The warrants will be subject to an acceleration provision, whereby, in the event that the volume weighted average trading price of the company's common shares traded on TSX Venture Exchange or any other stock exchange on which the company's common shares are then listed is equal to or greater than 75 cents for a period of 10 consecutive trading dates, the company shall have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the warrants that the warrants will expire on the date that is not less than 30 days from the date that notice is provided by the company to the warrantholders.

The company intends to pay registered persons finders' fees comprising 6 per cent of the gross proceeds of the offering, in cash, and such number of non-transferable finders' warrants that equals 6 per cent of the number of units. Each finder's warrant shall entitle the holder to acquire one common share at a price of 35 cents per finder's warrant share for a period of three years from the date of issuance. Other than being non-transferable, each finder's warrant shall otherwise be on the same terms as the warrants. The units, shares, warrants, warrant shares, finders' warrants and finders' warrant shares are collectively referred to herein as the securities.

The units will be offered pursuant to available prospectus exemptions set out under applicable securities laws and instruments, including National Instrument 45-106, Prospectus Exemptions.

It is expected that certain insiders (as such term is defined under the policies of the exchange) of the company may participate in the offering. The participation of insiders in the offering will constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the offering by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization.

The offering may close in one or more tranches, as subscriptions are received. The securities will be subject to a hold period of four months and one day from the date of issuance. Closing of the offering, which is expected to occur on or about Feb. 7, 2025, will be subject to satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval by the exchange.

The company intends to use the net proceeds from the offering to finance operations of the mill, as well as future exploration work on the Vila Nova project, all by way of one or more loans to ECO, and for general working capital purposes.

We seek Safe Harbor.