Mr. Robert Klenk reports

JZR GOLD ANNOUNCES PRIVATE PLACEMENT OFFERING OF UNITS TO RAISE UP TO $600,000

JZR Gold Inc. intends to undertake a non-brokered private placement offering of up to three million units at a price of 20 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 40 cents per warrant share for a period of two years after the closing of the offering.

The company intends to pay registered persons a finder's fee comprising 6 per cent of the gross proceeds of the offering, in cash, and such number of non-transferable finder's warrants which 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 40 cents per finder's warrant share for a period of two 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. The offering will also be made available to existing shareholders of the company who, as of the close of business on Oct. 1, 2023, held common shares (and who continue to hold such common shares as of the closing date), pursuant to the existing shareholder exemption set out in BC Instrument 45-534 Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders. The existing securityholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the company receives subscriptions from investors relying on the existing shareholder exemption which exceeds the maximum amount of the offering, the company intends to adjust the subscriptions received on a pro rata basis.

It is expected that certain insiders (as such term is defined under the policies of the TSX Venture 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 Oct. 20, 2023, 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 advance the development of the Vila Nova gold project located in the state of Amapa, Brazil, and for general working capital purposes.

We seek Safe Harbor.