JZR Gold Announces Closing Of Non-Brokered Private Placement Offering Of Units For $1,800,000

(TheNewswire)

July 22, 2025 – TheNewswire - Vancouver, British Columbia,Canada – JZR Gold Inc. (TSXV:  JZR) (the“ Company ” or “ JZR ”) is pleased to announce that it hascompleted its previously announced non-brokered private placement (the“ Offering ”) of units (each, a “ Unit ”) at a priceof $0.30 per Unit. Pursuant to the Offering, which was announced onJuly 11, 2025, the Company has issued 6,000,000 Units for aggregategross proceeds of CAD$1,800,000. The Company also wishes to announcethat, due to investor interest, the Offering was increased from$1,500,000 to $1,800,000.

Each Unit consists of one common share in the capitalof the Company (each, a “S hare ”) and one common share purchase warrant(each, a “ Warrant ”). Each Warrant is exercisable intoone additional Share (each, a “ Warrant Share ”) at a price of $0.40 perWarrant Share for a period of two (2) years from the date of issuance,subject to acceleration. The Warrants are subject to an accelerationprovision whereby, in the event that the volume weighted averagetrading price of the Company’s common shares traded on TSX VentureExchange (the “ Exchange ”), or any other stock exchange onwhich the Company’s common shares are then listed, is equal to orgreater than $0.75 for a period of 10 consecutive trading days, theCompany shall have the right to accelerate the expiry date of theWarrants by giving written notice to the holders of the Warrants thatthe Warrants will expire on the date that is not less than 30 daysfrom the date that notice is provided by the Company to the Warrantholders. The Company did not pay any finder’s fees in closing thisOffering.

The Units, Shares, Warrants, and Warrant Shares arecollectively referred to as the “ Securities ”. TheSecurities are subject to a hold period of four months and one dayfrom the date of Closing.

The Company intends to use the net proceeds from theOffering to fund operations of the fully constructed 800 tonne-per-daygravimetric mill, as well as future exploration work on the Vila NovaGold project located in Amapa State, Brazil, and for general workingcapital purposes. JZR has been advised by its Joint Venture RoyaltyAgreement partner, ECO Mining Oil & Gaz Drilling and ExplorationLtda. (EIRELI) (“ECO”), that the Mill is fully operational, butECO is completing a few minor improvements to the Mill to improveoperational efficiency. There will be further updates regardingoperations in the immediate future.

For further information, please contact:

Robert Klenk

Chief Executive Officer

rob@jzrgold.com

Forward-Looking Information

This press release contains certain “forward-lookinginformation” within the meaning of applicable Canadian securitieslegislation. Forward-looking information in this press releaseincludes all statements that are not historical facts, including,without limitation, statements with respect to the details of theOffering, including the proposed size, timing and the expected use ofproceeds and the receipt of regulatory approval for the Offering; thetesting and anticipated commencement of operation of the Mill.Forward-looking information reflects the expectations or beliefs ofmanagement of the Company based on information currently available toit. 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 bematerially different from those expressed or implied by suchforward-looking information. These factors include, but are notlimited to: the Company may not complete theOffering; the Offering may not be approved by the TSX VentureExchange; risks associated with the business ofthe Company; the Mill may not commence operating once testing has beencompleted, or at all; business and economic conditions in the mineralexploration industry generally; the supply and demand for labour andother project inputs; changes in commodity prices; changes in interestand currency exchange rates; risks related to inaccurate geologicaland engineering assumptions; risks relating to unanticipatedoperational difficulties (including failure of equipment or processesto operate in accordance with the specifications or expectations, costescalation, unavailability of materials and equipment, governmentaction or delays in the receipt of government approvals, industrialdisturbances or other job action and unanticipated events related tohealth, safety and environmental matters); risks related to adverseweather conditions; political risk and social unrest; changes ingeneral economic conditions or conditions in the financial markets;and other risk factors as detailed from time totime in the Company’s continuous disclosure documents filed with theCanadian securities regulators.  The forward-looking informationcontained in this press release is expressly qualified in its entiretyby this cautionary statement.  The Company does not undertake toupdate any forward-looking information, except as required byapplicable securities laws.

Neither the TSXVenture Exchange nor its regulation services provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this pressrelease.

None of thesecurities of JZR have been registered under the U.S. Securities Actof 1933, as amended (the “U.S. Securities Act”), or any statesecurities law, and may not be offered or sold in the United States orto, 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 theU.S. Securities Act) absent registration or an exemption from suchregistration requirements. This press release shall not constitute anoffer to sell or the solicitation of an offer to buy in the UnitedStates nor shall there be any sale of the securities in any State inwhich such offer, solicitation or sale would be unlawful.

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