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. Provides an Update Regarding the Vila Nova Gold Project in Brazil and Announces Private Placement Offering of Units to Raise up to $600,000

(TheNewswire)

JZR Gold Inc.

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.

January 27, 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 ") located in the state of Amapa, Brazil.  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 ").  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.  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 (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.

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 ".

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 (" 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.

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 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.

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.

For further information, please contact:

Robert Klenk

Chief Executive Officer

rob@jazzresources.ca

Forward-Looking Information

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: the Company may not complete the Offering; the Offering may not be approved by the TSX Venture Exchange; 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.  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.

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.

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.

Copyright (c) 2025 TheNewswire - All rights reserved.

News Provided by TheNewsWire via QuoteMedia

JZR:CA
JZR Gold

JZR Gold Investor Kit

  • Corporate info
  • Insights
  • Growth strategies
  • Upcoming projects

GET YOUR FREE INVESTOR KIT

The Conversation (0)
JZR Gold (TSXV:JZR)

JZR Gold


Keep reading...Show less

Near-Term Cash Flow From Flagship High-Grade Gold Project in Brazil

JZR Gold Inc. Closes Non-Brokered Private Placement Offering Of Units

JZR Gold Inc. Closes Non-Brokered Private Placement Offering Of Units

(TheNewswire)

JZR Gold Inc.

March 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.

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
JZR Gold Enters into Loan Agreement

JZR Gold Enters into Loan Agreement

(TheNewswire)

JZR Gold Inc.

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.

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
JZR Gold Provides Update on Vila Nova Gold Project

JZR Gold Provides Update on Vila Nova Gold Project

(TheNewswire)

JZR Gold Inc.
Vancouver, British Columbia, Canada – JZR Gold Inc. (the “Company” or “JZR”) (TSX-V: JZR) has been advised by ECO Mining Oil & Gaz Drilling and Exploration (EIRELI) (“ECO”), the operator of the Vila Nova gold project (the “Vila Nova Property”) located in the State of Amapa, Brazil, that it has received all required permits from the Agencia Nacional de Mineracao, Brazil’s national mining agency, and the relevant environmental agencies in Brazil, to allow ECO to commence preparation work on the Vila Nova Property. The Company has worked with ECO to commission the manufacture and assembly of an 800 tonne-per-day bulk sampling gravimetric mill, which is ready to commence operation on the Vila Nova Property. ECO has advised the Company that it will start up the plant to commence processing material from the Vila Nova Property within weeks.
JZR Gold Inc. possesses a 50% net profit interest (the “NPI”) in all profit generated from the Vila Nova Project.

For further information, please contact:

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
JZR Gold Announces Private Placement Offering Of Units To Raise Up To $750,000

JZR Gold Announces Private Placement Offering Of Units To Raise Up To $750,000

(TheNewswire)

JZR Gold Inc.

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.

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
JZR Gold Announces Closing Of Non-Brokered Private Placement Offering Of Convertible Debentures

JZR Gold Announces Closing Of Non-Brokered Private Placement Offering Of Convertible Debentures

(TheNewswire)

JZR Gold Inc.

Vancouver, British Columbia, Canada September 10, 2024 TheNewswire JZR Gold Inc. (the " Company " or " JZR ") ( TSX-V: JZR ) is pleased to announce that further to news releases dated June 21, 2024, July 22, 2024, and August 16, 2024, that it has closed the second and final tranche of the previously announced non-brokered private placement offering (the " Offering ") of unsecured convertible debentures (the " Debentures "). The Company requested and received acceptance from the TSX Venture Exchange (the " Exchange ") to increase the Offering to up to CAD$2 million. The principal sum of Debentures issued in the second tranche totals $480,000, for total gross proceeds from the Offering of $1,980,000.

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
Riverside Resources Receives Final Court Approval for Spin-Out of Blue Jay

Riverside Resources Receives Final Court Approval for Spin-Out of Blue Jay

Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) ("Riverside" or the "Company"), is pleased to announce that the Supreme Court of British Columbia has granted the final order on April 3, 2025 in connection with the previously announced plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) involving the spin-out of its equity interest in its subsidiary Blue Jay Gold Corp. ("Blue Jay").

The transaction remains subject to final approval by the TSX Venture Exchange and is expected to be completed in the second quarter of 2025 upon completion of all required filings and approvals.

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
FREEGOLD ANNOUNCES CLOSING OF $42 MILLION BROKERED PRIVATE PLACEMENT FINANCING

FREEGOLD ANNOUNCES CLOSING OF $42 MILLION BROKERED PRIVATE PLACEMENT FINANCING

Freegold Ventures Limited (TSX: FVL) (" Freegold " or the " Company "), is pleased to announce that further to its news release of March 18, 2025 the Company has closed its upsized brokered private placement offering for aggregate gross proceeds of $41,975,805 which includes the exercise in full of the agent's option for additional gross proceeds of $5,475,105 . Paradigm Capital acted as sole agent (the " Agent ") on the Offering.

Freegold Ventures Limited logo (CNW Group/Freegold Ventures Limited)

In connection with the Offering, the Company entered into an agency agreement (the " Agency Agreement ") dated April 3, 2025 , between the Company and the Agent. In accordance with the Agency Agreement, 49,383,300 units of the Company (the " Units ") were issued at a price of $0.85 per Unit. Each Unit is comprised of one common share of the Company (a " Unit Share ") and one-half of one common share purchase warrant of the Company (each whole warrant, a " Warrant "). Each Warrant is exercisable to acquire one common share of the Company (a " Warrant Share ") for 24 months from today's date at an exercise price of $1.30 per Warrant Share. The Warrants are callable by the Company should the daily volume-weighted average trading price of the common shares of the Company on the Toronto Stock Exchange exceed $1.30 for a period of twenty (20) consecutive trading days, at any time during the period (i) beginning on the date that is 6 months from the closing date of the Offering, and (ii) ending on the date the Warrants expire (the " Call Trigger "). Following a Call Trigger, the Company may give notice (the " Call Notice ") to the holders of the Warrants (by disseminating a news release announcing the acceleration) that any Warrant that remains unexercised by the holder thereof shall expire thirty days following the date on which the Call Notice is given.

The Company plans to use the net proceeds from the offering for general working capital and corporate purposes, with a primary focus on advancing the Golden Summit project. Drilling at Golden Summit is expected to resume next month, and an updated Mineral Resource Estimate is anticipated later in the second quarter, once the assays from the 2024 drill program have been finalized.

Mr. Eric Sprott , through an entity owned and controlled by him, purchased an aggregate of 14,814,900 Units in the Offering, representing 30% of the Units issued under the Offering.

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "), the purchase of Units by Mr. Sprott was a "related party transaction". The Company was exempt from the requirements to obtain a formal valuation in connection with the Offering in reliance on section 5.5(c) of MI 61-101, as the issuance of Units to Mr. Sprott was a distribution of securities of the Company to a related party for cash consideration. The issuance of the Units to Mr. Sprott was exempt from the requirement to obtain minority shareholder approval in reliance on section 5.7(1)(a) of MI 61-101 as neither the fair market value of the Units received by Mr. Sprott nor the proceeds for such securities received by the Company exceeded 25% of the Company's market capitalization as calculated in accordance with MI 61-101.

A material change report will be filed less than 21 days from the date of the closing of the Offering. Closing the Offering in this shorter period was reasonable in the circumstances as the Company determined the shorter period was necessary because the terms of the transaction were favorable to the Company, given uncertain market conditions time was of the essence in closing the Offering, and closing the Offering expeditiously was in the best interest of the Company and its shareholders.

The Offering is subject to the final approval of the Toronto Stock Exchange. All securities issued pursuant to the Offering will have a hold period of four months and one day.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any U.S. state security laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States , nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Freegold Ventures Limited

Freegold is a TSX-listed company focused on exploration in Alaska and holds the Golden Summit Gold Project near Fairbanks and the Shorty Creek Copper-Gold Project near Livengood through leases.

Forward-looking Information Cautionary Statement

This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release, include, without limitation, statements regarding the receipt of TSX final approval for the Offering and the use of proceeds from the Offering. In making the forward-looking statements contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: availability of financing; delay or failure to receive required permits or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise. See Freegold's Annual Information Form for the year ended December 31, 2024 , filed under Freegold's profile at www.sedarplus.ca , for a detailed discussion of the risk factors associated with Freegold's operations.

SOURCE Freegold Ventures Limited

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/April2025/03/c3696.html

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less
Opawica Explorations Inc Announces the Closing of Non-Brokered Private Placement

Opawica Explorations Inc Announces the Closing of Non-Brokered Private Placement

(TheNewswire)

Opawica Explorations Inc.

April 3rd, 2025 TheNewswire - Vancouver, B.C. Opawica Explorations Inc. (TSXV: OPW) (FSE: A2PEAD) (OTCQB: OPWEF) (the "Company" or "Opawica") a Canadian mineral exploration company focused on precious and base metal projects, is pleased to announce that it has closed the  the recently announced oversubscribed private placement (announced March 15, 2025) of 1,385,000 Units to for total aggregate proceeds of CAD $277,000 each consisting of one Common Share of the Company and one Common Share Purchase Warrant at a price of $0.20c per Unit.

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
RUA GOLD Begins Drilling at Cumberland Target in the Reefton Goldfield, Following up on a 20.7m Intercept of 62g/t  Gold

RUA GOLD Begins Drilling at Cumberland Target in the Reefton Goldfield, Following up on a 20.7m Intercept of 62g/t Gold

Rua Gold Inc. (TSXV: RUA) (OTCQB: NZAUF) (WKN: A40QYC) ("Rua Gold" or the "Company") is pleased to advise the commencement of drilling at the Cumberland gold camp drill target. This builds upon the integration of the VRIFY AI targeting and ranking process with RUA's extensive geological database, as well as the consolidation of the Reefton Goldfield - an orogenic gold and antimony belt on the South Island of New Zealand.

Highlights:

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
JZR Gold

JZR Gold Investor Kit

  • Corporate info
  • Insights
  • Growth strategies
  • Upcoming projects

GET YOUR FREE INVESTOR KIT

Latest Press Releases

Related News

×