JAZZ Announces Partial Closing of Private Placement of Units and Termination of Debenture Offering

(TheNewswire)

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September 28, 2022 TheNewswire – Vancouver, British Columbia, Canada Jazz Resources Inc. (the “Company” or “JZR”) (TSXV:JZR) is pleased to announce that it has closed the first tranche of its non-brokered private investment previously announced public offering (the “Offering”) of Units (the “Units”) by way of the issuance of 998,093 Units at a price of $0.65 per Unit for gross proceeds of $648,760. Each Unit consists of one common share (a “Share”) in the capital of the Company and one share purchase warrant (a “Warrant”). Each warrant will entitle its holder to acquire one additional common share in the capital of the Company at a price of $0.80 per share for a period of 12 months following the date of issue of the warrants. The warrants are subject to an acceleration clause whereby, if the common shares of the Company have a closing price on the TSX Venture Exchange (the “Exchange”) (or any other exchange on which the shares may be traded at that time) with a value greater than $1.20 per share for a period of 15 consecutive trading days at any time after four months and one day from the closing date of the Offer, the Company may accelerate the expiry date of the Warrants by giving notice by press release to the holders thereof and, in such event, the Warrants will expire on the 30th day following the date of the publication of the press release by the society. The Company expects to close the balance of the Offering on or about October 21, 2022.

In connection with the Offer, the Company paid finder’s fees to certain registered brokerage firms, consisting of an aggregate cash payment of $ 2,925 and issued a total of 4,500 warrants with non-transferable remuneration, on substantially the same terms and conditions as the warrants. Units, Shares, Warrants, compensation warrants and any Shares issued on the exercise of Warrants or compensation warrants will be subject to a hold period of four months and one day from the date of issue.

The Company will use the net proceeds of the Offering to advance the development of the Vila Nova gold project located in the state of Amapa, Brazil, specifically to complete testing of the 800 tpd plant and to begin bulk sampling at the Vila Nova project. Gold project in the fourth quarter of 2022 and for general working capital purposes.

An insider of the Company subscribed for a total of 76,923 Units in connection with the financing, which is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of holders of minority securities in special transactions (” MI 61-101 “). The insider offering is exempt from the valuation requirement of NI 61-101 under the exemption contained in section 5.5(b) since the shares of the Company are not listed on a specified market and NI 61-101 minority shareholder approval requirements under the exemption provided in section 5.7(a) of NI 61-101 in that the fair market value of the consideration for the shares issued to related parties did not exceed 25% of the market capitalization of the Company.

Jazz also announces that due to increased market interest in the Offering, it has elected not to proceed with the Convertible Debenture Offering previously announced in its press release dated August 11, 2022.

For more information, please contact:

Robert Klenk

Chief executive officer

rob@jazzresources.ca

Forward-looking information

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws. The forward-looking information contained in this press release includes all statements that are not historical facts, including, without limitation, statements regarding the details of the offering, including the proposed use of the product, the expected closing date of the balance of the offer and the receipt of regulatory approval for the Offer. Forward-looking information reflects the expectations or beliefs of the Company’s management based on information currently available to it. 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 be materially different from those expressed or implied. by such forward-looking information. These factors include, but are not limited to: the Company may not realize the balance of the Offer; the remainder of the offering may not be approved by the TSX Venture Exchange; the risks associated with the Company’s activities; business and economic conditions in the mineral exploration industry generally; supply and demand for labor and other project inputs; changes in commodity prices; changes in interest rates and currency exchange rates; risks related to inaccurate geological and technical assumptions; risks related to unforeseen operational difficulties (including failure of equipment or processes to perform according to specifications or expectations, cost escalation, unavailability of materials and equipment, action governmental or delays in receiving governmental approvals, industrial disruptions or other business actions and unforeseen health, safety and environmental events); risks related to adverse weather conditions; political risk and social unrest; changes in general economic or financial market conditions; and other risk factors as detailed from time to time in the Company’s continuous disclosure documents filed with Canadian securities regulators. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

None of JZR’s securities have been registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or any state securities law, and may not be offered or sold in the States States or to, or for the account or benefit of persons in the United States or “US persons” (as that term is defined in Regulation S of the US Securities Act) in the absence of registration or exemption from these registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy in the United States and there will be no sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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