JZR Gold Inc. — Proxy Solicitation & Information Statement 2024

Dec 23, 2024

JZR GOLD INC.

Suite 404 – 1688 – 152nd Street

Surrey, British Columbia, Canada V4A 4N2

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 14, 2025

NOTICE IS HEREBY GIVEN that the Annual General and Special meeting (the “Meeting”) of JZR GOLD INC. (the “Company”) will be held at Suite 1100 – 1111 Melville Street, Vancouver, British Columbia, on Tuesday, January 14, 2025, at 10:00 AM (Pacific Time) for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended June 30, 2024, together with the auditor’s reports thereon;
2. to fix number of directors at three (3) and to elect directors for the ensuing year;
3. to appoint Baker Tilly WM LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor;
4. to consider and, if thought fit, pass an ordinary resolution of disinterested shareholders to confirm and approve the continuation of the equity incentive plan, as more particularly described in the attached management information circular in “Section 3 – The Business of the Meeting”; and
5. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The accompanying management information circular (the “Information Circular”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice are (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.

Only shareholders of record at the close of business on November 15, 2024, will be entitled to receive notice of and vote at the Meeting. Shareholders are entitled to vote at the Meeting either in person or by proxy. Each common share (the “Common Shares”) is entitled to one vote.

Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder.

DATED at Vancouver, British Columbia, this 18th day of November, 2024.

BY ORDER OF THE BOARD OF DIRECTORS:

Signed: “Rob Klenk”

ROBERT KLENK

Chief Executive Officer and Director