Mr. Robert Klenk reports

JZR GOLD CLOSES NON-BROKERED PRIVATE PLACEMENT OFFERING OF UNITS AND PROVIDES CORPORATE UPDATE

JZR Gold Inc. has completed its previously announced non-brokered private placement offering of units, as described in its news release dated Feb. 27, 2024. Pursuant to the offering, the company issued 5,362,666 units at a price of 15 cents per unit for gross proceeds of $804,399.90. Each unit consists of one common share in the capital of the company and one share purchase warrant. Each warrant entitles the holder to acquire one additional share at a price of 25 cents per warrant share for a period of nine months from the date of issuance. The units, shares, warrants, finders' warrants and warrants shares are collectively referred to as the securities. The securities will be subject to a hold period of four months and one day from the date of issuance.

The company paid cash finders' fees totalling $1,800 and issued 12,000 and issued non-transferable warrants to certain registered persons who acted as finders. Other than being non-transferable, the finders' warrants have the same terms as the warrants.

Insiders subscribed for a total of 680,000 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 sections 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, exceeded 25 per cent of the company's market capitalization.

The company intends to use the net proceeds of the offering to further facilitate the development of the Vila Nova gold project located in Amapa state, Brazil (the Vila Nova project), to pay certain debts and for general working capital purposes. It is expected that if any funds are allocated to the Vila Nova project, such funds will be advanced by way of one or more loans to ECO Mining Oil & Gaz Drilling and Exploration (EIRELI) (ECO), which is the operator of the Vila Nova project. The company possesses a 50-per-cent net profit interest from all net profit generated from the Vila Nova project, which project is not currently operating but is expected to be in operation in the near future.

The company also announces that Kirk Fisher has resigned as a director of the company to devote more time to his extensive business interests. The company wishes to thank Mr. Fisher for his many years of service and wishes him well in his future endeavours.

The company also announces that it has granted 500,000 stock options to Graham Carter, the company's chief operating officer, pursuant to its equity incentive plan. Each option entitles Mr. Carter to purchase one common share in the capital of the company at an exercise price of 15 cents per common share for a period of 10 years from the date of grant. The options vest immediately. All of the options expire on April 15, 2034.

We seek Safe Harbor.