Mr. Robert Klenk reports

JZR GOLD INC. 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 25 cents per unit. Pursuant to the offering, which was announced on Jan. 27, 2025, the company has issued 2,536,000 units for aggregate gross 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 capital of the company and one common share purchase warrant. Each warrant is exercisable into one additional share at a price of 35 cents per warrant share for a period of three years from the date of issuance, subject to acceleration. The warrants are 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 days, 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 did not pay any finders' fees in closing this offering.

The units, shares, warrants and warrant shares 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 closing.

One insider of the company subscribed for 200,000 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 subsections 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, exceed 25 per cent of the company's market capitalization.

The company intends to use the proceeds from the offering to finance start-up and operations of the 800-tonne-per-day bulk sampling gravimetric mill, as well as future exploration work on the Vila Nova gold project, all by way of one or more loans to ECO Mining Oil & Gaz Drilling and Exploration (EIRELI), the company's operating partner, and for general working capital purposes.

We seek Safe Harbor.