Mr. Robert Klenk reports

JZR GOLD ANNOUNCES PRIVATE PLACEMENT OFFERING OF UNITS TO RAISE UP TO $1,000,000

JZR Gold Inc. intends to undertake a non-brokered private placement offering of up to five million units at a price of 20 cents per unit to raise aggregate gross proceeds of up to $1-million. Each unit will be composed of one common share and one share purchase warrant. Each warrant will entitle the holder to acquire one additional common share in the capital of the company at an exercise price of 30 cents per warrant share for a period of nine months after the closing of the offering.

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 Dec. 15, 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 B.C. 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 who 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.

Certain insiders (as such term is defined under the policies of the TSX Venture Exchange) of the company may participate in the offering. Any 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 Dec. 22, 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 prepare and commence operation of the gravimetric processing mill that was constructed on the Vila Nova gold project located in the state of Amapa, Brazil, and for general working capital purposes.

The company is also pleased to announce the results of its 2023 annual and special general meeting of shareholders held on Friday, Dec. 8, 2023. Shareholders approved all the resolutions detailed in the management information circular of the company, namely:

• Fixing the number of directors at three;
• Electing all of management's nominees to the board of directors of the company;
• Appointing Baker Tilly WM LLP, chartered professional accountants, as auditor of the company for the ensuing year and authorizing the directors to determine the auditor's compensation;
• Approving the adoption of new articles for the company;
• Approving the inclusion of certain advance notice provisions in the articles;
• Approving and reconfirming the equity incentive plan for the company.

A total of 11,040,818 common shares of the company were voted at the AGM, representing approximately 25.94 per cent of the issued and outstanding common shares of the company.

We seek Safe Harbor.