Artisanal and small-scale mining (ASM) in Brazil is an important part of the country’s economy and culture. Dating as far back as the 17th century, the ASM sector provides livelihood for more than 450,000 traditional ASM miners and their communities.
A significant portion of the ASM sector in Brazil is gold mining, and one exploration company poised to benefit from artisanal gold stockpiles in the country is JZR Gold (TSXV: JZR.V). The company has completed the assembly of a bulk sampling facility at its Vila Nova Gold project and is now advancing toward near-term cash flow.
Vila Nova Gold is the company’s flagship project located in the state of Amapá in Brazil. JZR Gold acquired the Vila Nova Gold project in January 2021 and all of Coltan Gold Minerals’ interest in and to a joint venture royalty agreement between Eco Mining Oil & Gaz Drilling and Exploration EIRELI and Coltan Gold Minerals.
In June 2021, JZR Gold reported significant gold results from sampling waste dumps and tailings at the Vila Nova Gold project. The geological report concluded the project contains gold estimates as high as 9 million tonnes with grades averaging 2.7 g/t. The total estimated gold content on the Vila Nova Gold project is a valuable 700,000 ounces in the 111.7-hectare area that was sampled. This flagship asset has significant upside potential based on tailings expansion and ongoing hard rock drilling.
In Canada, JZR Gold also owns interests in the Teddy Glacier property and the Spider mine in British Columbia.
The company is in a strong position to produce profitable gold in the future. In April 2022, through contractor Brastorno Tecnologia em Equipamentos Para Mineracao, JZR Gold completed the assembly of its Gravimetric plant, a bulk sampling facility at the Vila Nova Gold project. The company has since commenced the operation of the 800-tonne-per-day bulk sampling gravimetric mill. The company is fully permitted to bulk sample up to 600,000 tonnes per year in Brazil.
JZR entered into a joint venture royalty agreement (JVRA) with ECO Mining Oil & Gaz Drilling and Exploration (EIRELI) (ECO) on July 6, 2020, for its Vila Nova gold project. JZR has satisfied all its responsibilities under the JVRA and has acquired a 50 percent net profit interest from all net profit generated from the project. ECO is entitled to 85 percent of the total sale value of all gold derived from the tailings piles, dams, pond basins and waste reservoir on the property.
JZR Gold values transparency and adherence to local laws and has ensured that all work conducted on the Vila Nova Gold project is conducted with sensitivity to the environment and within ESG parameters.
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Near-Term Cash Flow From Flagship High-Grade Gold Project in Brazil
(TheNewswire)
 ÂJuly 11, 2025 TheNewswire - Vancouver, British Columbia, Canada JZR Gold Inc. (TSXV:  JZR) (the " Company " or " JZR ") is pleased to announce that it intends to undertake a non-brokered private placement offering (the " Offering ") of up to 5,000,000 units (each, a " Unit ") at a price of $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 "). Each Warrant will entitle the holder to acquire one additional common share (each, a " Warrant Share ") of the Company at an exercise price of $0.40 per Warrant Share for a period of two (2) years after the closing of the Offering. The Warrants will be subject to an acceleration clause 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 $0.75 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 Warrant holders. The Units, Shares, Warrants and any Shares issued upon the exercise of the Warrants will be subject to a hold period of four months and one day from the date of issuance.
 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. Â
ÂÂ The Offering may close in one or more tranches, as subscriptions are received. Â The Securities will be subject to a hold period of four months and one day from the date of issuance. Â Closing of the Offering, which is expected to occur on or about July 21, 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. Â
ÂÂ The Company intends to use the net proceeds from the Offering to fund 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, and for general working capital purposes. JZR has been advised by its Joint Venture Royalty Agreement partner, ECO Mining Oil & Gaz Drilling and Exploration Ltda. (EIRELI) ("ECO"), that the Mill is fully operational, but ECO is completing a few minor improvements to the Mill to improve operational efficiency. There will be further updates regarding operations in the immediate future. Â
ÂFor further information, please contact:
ÂRobert Klenk
ÂChief Executive Officer
Ârob@jazzresources.ca
ÂForward-Looking Information
ÂÂ This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this press release includes all statements that are not historical facts, including, without limitation, statements with respect to the details of the Offering, including the proposed size, timing and the expected use of proceeds and the receipt of regulatory approval for the Offering. Â Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it. Â Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Â These factors include, but are not limited to: Â the Company may not complete the Offering; the Offering may not be approved by the TSX Venture Exchange; Â risks associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with the Canadian securities regulators. Â The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. Â The Company does not undertake to update any forward-looking information, except as required by applicable securities laws. Â
ÂÂ Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release. Â
ÂNone of the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
ÂNOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
ÂCopyright (c) 2025 TheNewswire - All rights reserved.
ÂNews Provided by TheNewsWire via QuoteMedia
(TheNewswire)
 ÂMay 13, 2025 - TheNewswire - Vancouver, British Columbia, Canada JZR Gold Inc. (TSXV:  JZR) (OTCQB: JZRIF) (the " Company " or " JZR ") wishes to provide an update on operations at Vila Nova Gold Project (the " Vila Nova Project " or the " Property ") located in the state of Amapa, Brazil.
 ECO Mining Oil & Gaz Drilling Exploration EIRELI ("  ECO  "), the operator of the Vila Nova Project, commissioned the design, manufacture and installation of a gravimetric mill on the Property capable of processing up to 800 tonnes per day.  ECO has advised the Company that testing of the mill has been completed and that the mill is fully operational. ECO has further indicated that it expects that the mill will commence operating on a limited basis as technical personnel are currently being trained to operate the mill, and processing material is being transported to the mill site. The Company has been advised that the Vila Nova Project is fully permitted, at the State and Federal level. Â
ÂÂ The Company possesses a 50% net profit interest in all net profit generated from the Vila Nova Project pursuant to a Joint Venture Royalty Agreement with ECO dated July 6, 2020, as amended on January 9, 2023. Â
ÂÂ The Company is also pleased to announce that it has appointed Mr. Sonny Janda to the board of directors. Â Mr. Janda has been involved with and brings experience from notable positions with Canadian publicly traded companies. He is a director and Executive Chairman of Desert Gold Ventures Inc., a precious metal exploration and early development mining company. Â He is also a director of Sierra Grande Minerals Inc., a North American focused exploration company, and a director of Grand Peak Capital Corp. Â
 Mr. Janda currently serves as CEO and Director of the Janda Group®, a diversified family-owned business.  The Janda Group® develops various types of real estate assets including master-planned mixed-use communities, high density residential and agricultural projects. Mr. Janda earned a Bachelor's Degree in economics from Simon Fraser University. Â
 "JZR's board and management are very pleased to welcome Sonny Janda to the Company's board of directors. Mr. Janda's knowledge and experience will strengthen the board and assist in our growth.", commented Robert Klenk, Chief Executive Officer of JZR. Â
ÂFor further information, please contact:
ÂRobert Klenk
ÂChief Executive Officer
Ârob@jazzresources.ca
ÂForward-Looking Statements
 This news release contains forward-looking statements, which includes any information about activities, events or developments that the Company believes, expects or anticipates will or may occur in the future.  Forward-looking statements in this news release include statements with respect to the anticipated start-up of the Mill and the planned commencement of bulk sampling on the Property.  Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements.  Risks that could change or prevent these statements from coming to fruition include, but are not limited to, that ECO may not succeed in bringing the Mill into operation and that the Mill may not operate as anticipated, or at all; that any minerals which may exist on the Property may not be economically mined or processed, if at all; that ECO may not be able to obtain the necessary permits related to the Mill or the Property to enable it to explore for, or mine or process minerals; that ECO may not be able to raise additional or sufficient funds that may be necessary to develop the Property or bring the Mill into operation and to continue its operation; the availability, or lack thereof, of labour, equipment and markets to develop or sell any products derived from the Property; and general business, economic, competitive, geopolitical and social uncertainties and regulatory risks.  Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such information will prove to be  accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this news release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking statements, except as required by applicable securities laws. Â
ÂÂ Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release. Â
ÂNOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
ÂCopyright (c) 2025 TheNewswire - All rights reserved.
ÂNews Provided by TheNewsWire via QuoteMedia
(TheNewswire)
 ÂMarch 4, 2025 TheNewswire - Vancouver, British Columbia, Canada JZR Gold Inc. (TSXV:  JZR) (the " Company " or " JZR ") is pleased to announce that it has completed its previously announced non-brokered private placement (the " Offering ") of units (each, a " Unit ") at a price of $0.25 per Unit. Pursuant to the Offering, which was announced on January 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 (each, a "S  hare  ") and one common share purchase warrant (each, a "  Warrant  "). Each Warrant is exercisable into one additional Share (each, a "  Warrant Share  ") at a price of $0.35 per Warrant Share for a period of three (3) 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 (the "  Exchange  "), or any other stock exchange on which the Company's common shares are then listed, is equal to or greater than $0.75 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 Warrant holders. The Company did not pay any finder's fees in closing this Offering. Â
 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. Â
 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  ("  MI 61-101  "). 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% of the Company's market capitalization. Â
 None of the Securities sold in connection with the Offering have been or will be registered under the  United States Securities Act of 1933,  as amended, and no such securities may be offered or sold in the United Shares absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Â
ÂÂ The Company intends to use the proceeds from the Offering to fund 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), our operating partner, and for general working capital purposes. Â
ÂFor further information, please contact:
ÂRobert Klenk
ÂChief Executive Officer
ÂÂ rob@jzrgold.com Â
ÂForward-Looking Information
ÂÂ This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this press release includes all statements that are not historical facts, including, without limitation, statements with respect to the details of the Offering, including the proposed size, timing and the expected use of proceeds and the receipt of regulatory approval for the Offering; the testing and anticipated commencement of operation of the Mill. Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. These factors include, but are not limited to: Â the Company may not complete the Offering; the Offering may not be approved by the TSX Venture Exchange; Â risks associated with the business of the Company; the Mill may not commence operating once testing has been completed, or at all; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with the Canadian securities regulators. Â The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. Â The Company does not undertake to update any forward-looking information, except as required by applicable securities laws. Â
ÂÂ Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release. Â
ÂÂ None of the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. Â
ÂCopyright (c) 2025 TheNewswire - All rights reserved.
ÂNews Provided by TheNewsWire via QuoteMedia
(TheNewswire)
 Â NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES. Â
February 11, 2025 TheNewswire - Vancouver, British Columbia, Canada JZR Gold Inc. (the " Company " or " JZR ") ( TSX-V: JZR ) announces that it has entered into a loan agreement with Eco Mining Oil & Gaz Drilling and Exploration Ltda. (" Eco ") dated September 30, 2024, pursuant to which the Company agreed to lend to Eco up to US$2,000,000 (the " Loan "). The Loan, which bears no interest, is to be advanced to Eco in tranches upon request by Eco. Â Pursuant to the terms of the Loan, the Company shall have no obligation to advance or make available any funds to Eco and any funds so advanced shall be at the sole discretion of the Company. Â As of the date of the Loan Agreement, the Company had previously advanced the sum of US$1,800,000 to Eco, which amount forms part of the Loan. Eco may pay back any amount outstanding under Loan at any time without penalty.
ÂThe Company possesses a right to receive a 50% net profit interest in gold produced from the Vila Nova gold project located in the State of Amapa, Brazil (the " Project ").  The Project is currently being developed by Eco as the operator. Eco commissioned the manufacture and installation of a gravimetric mill (the "  Mill  ") for the Project, which Mill has been assembled and is being tested.  The Company has advised that Eco requested financial assistance from the Company in order to advance, acquire and assemble the Mill and to further advance the Project.  Management of the Company has determined that it is in the best interest of the Company to advance funds to Eco in order to enable Eco to acquire the Mill, bring it into operation and to further advance the Project, and has agreed to advance funds under the Loan to Eco specifically for the foregoing purposes. Â
ÂÂ
As security for the Loan, Eco has pledged to the Company the Mill and certain rights of Eco pursuant to an agreement between Eco and the Cooperative dos Garimpeiros do Vila Nova.
The Company is at arm's length with Eco and is not a "related party" of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions . The Loan is subject to acceptance of the TSX Venture Exchange.
ÂÂ For further information, please contact: Â
ÂÂ Robert Klenk Â
ÂChief Executive Officer
Ârob@jazzresources.ca
ÂÂ Forward-Looking Statements Â
 This news release contains forward-looking statements, which includes any information about activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward-looking statements in this news release include statements with respect to  respect to the details of the Loan, including the repayment terms and the anticipated use of proceeds by Eco.  Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, unavailability of  materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with the Canadian securities regulators. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws. Â
ÂÂ Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release. Â
ÂCopyright (c) 2025 TheNewswire - All rights reserved.
ÂNews Provided by TheNewsWire via QuoteMedia
(TheNewswire)
 ÂNOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
January 27, 2025 TheNewswire - Vancouver, British Columbia, Canada JZR Gold Inc. (TSXV: Â JZR) (OTCQB: JZRIF) (the " Company " or " JZR ") wishes to provide an update on operations at Vila Nova gold project (the " Vila Nova Project ") located in the state of Amapa, Brazil. Â The Company possesses a 50% 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 January 9, 2023, with ECO Mining Oil & Gaz Drilling Exploration EIRELI (" ECO "). Â ECO, as the operator of the Vila Nova Project, has commissioned the manufacture of an 800 tonne-per-day gravimetric mill, which mill (the " Mill ") has been assembled and is located on the Vila Nova property. Â ECO has advised the Company that the Mill has been energized and that it is currently testing each individual component, including pumps and hoses. Â 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 (the "  Offering  ") of up to 2,400,000 units (each, a "  Unit  ") at a price of $0.25 per Unit, to raise aggregate gross proceeds of up to $600,000.  Each Unit will be comprised of one common share (each, a "  Share  ") and one share purchase warrant (each, a "  Warrant  ").  Each Warrant will entitle the holder to acquire one additional common share (each, a "  Warrant Share  ") of the Company at an exercise price of $0.35 per Warrant Share for a period of three (3) 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 (the "  Exchange  "), or any other stock exchange on which the Company's common shares are then listed, is equal to or greater than $0.75 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 Warrant holders. Â
 The Company intends to pay registered persons a finder's fee comprised of 6% of the gross proceeds of the Offering, in cash, and such number of non-transferable finder's warrants which equals 6% of the number of Units (the "  Finder's Warrants  ").  Each Finder's Warrant shall entitle the holder to acquire one common share (the "  Finder's Warrant Shares  ") at a price of $0.35 per Finder's Warrant Share for a period of three (3) 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, Finder's Warrants and Finder's Warrant Shares are collectively referred to herein as the "  Securities  ". Â
 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. Â
 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  ("  MI 61-101  "). 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% of the fair market value of the Company's market capitalization. Â
ÂÂ The Offering may close in one or more tranches, as subscriptions are received. Â The Securities will be subject to a hold period of four months and one day from the date of issuance. Â Closing of the Offering, which is expected to occur on or about February 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. Â
ÂÂ The Company intends to use the net proceeds from the Offering to fund 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. Â
ÂFor further information, please contact:
ÂRobert Klenk
ÂChief Executive Officer
ÂÂ rob@jazzresources.ca Â
ÂForward-Looking Information
ÂÂ This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this press release includes all statements that are not historical facts, including, without limitation, statements with respect to the details of the Offering, including the proposed size, timing and the expected use of proceeds and the receipt of regulatory approval for the Offering; the testing and anticipated commencement of operation of the Mill. Â Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it. Â Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Â These factors include, but are not limited to: Â the Company may not complete the Offering; the Offering may not be approved by the TSX Venture Exchange; Â risks associated with the business of the Company; the Mill may not commence operating once testing has been completed, or at all; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with the Canadian securities regulators. Â The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. Â The Company does not undertake to update any forward-looking information, except as required by applicable securities laws. Â
ÂÂ Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release. Â
ÂÂ None of the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. Â
ÂCopyright (c) 2025 TheNewswire - All rights reserved.
ÂNews Provided by TheNewsWire via QuoteMedia
