Jazz announces the closing of the first tranche of a private placement of units

Vancouver, British Columbia, Canada TheNewswire December 20, 2021 – Jazz Resources Inc. (the “Company” or “JZR”) (TSXV: JZR) announces that on December 4, 2021 (the “Redemption Date”), it redeemed certain of its convertible unsecured debentures (the “Debentures”) dated June 4, 2021. On the redemption date, the Company redeemed the aggregate principal amount of $350,000 of certain debentures. In addition to the redemption amounts, the Company paid to the holders of the redeemed debentures any accrued and unpaid interest, at the rate of 8% per annum, calculated from the date of issue of the debentures until December 4, 2021.

The Company also wishes to announce that it has increased its previously announced non-brokered private placement offering from 1,066,667 units to 1,866,667 units (each, a ” Unity “) at a price of $0.75 per unit, to raise gross proceeds of up to $1,400,000 (the ” Offer “). Each Unit will consist of one ordinary share of the Company (” Share “) and one stock warrant (” To guarantee “), each warrant entitling its holder to purchase one additional share at a price of $1.10 per share at any time up to 18 months after the closing date(s) of the offering. will also be subject to an acceleration clause pursuant to which, in the event that the volume weighted average trading price of the Shares on the TSX Venture Exchange (the “Exchange”), or any other exchange on which the Shares of the Company are then listed, is equal to or greater than $1.50 for a period of 15 consecutive trading days, the Company shall have the right to advance the expiry date of the warrants by notifying in writing the holders of Warrants that the Warrants will expire on a date that is not less than 30 days from the date on which the notice is provided Pursuant to a press release dated December 3, 2021, the Company has announced that it had closed a first tranche of the O offer and, pursuant thereto, issued 1,033,333 Units for gross proceeds of $78,500.

The Company may pay finder’s fees to certain registered brokerage firms in connection with the balance of the Offer, which fees would be a cash payment equal to 6% of the gross proceeds raised by buyers presented by such brokers, and issuance of non-transferable securities of compensation warrants equal to 6% of the number of units purchased by buyers presented by these brokers. These Indemnification Warrants will be issued on substantially the same terms and conditions as the Warrants. In connection with the closing of the first tranche of the Offering, the Company paid finder’s fees to certain registered brokerage firms comprising an aggregate cash payment of $4,500 and an aggregate issuance of 6,000 warrants compensation. All securities issued under the Offering and in payment of any finder’s fee, including Common Shares acquired upon the exercise of any Warrant or Compensation Warrant, as applicable, will be subject to a holding period of four months and one day from the date of issue thereof.

The Company is also pleased to announce that all matters submitted for the approval of its shareholders at the annual general and special meeting of shareholders of the Company held on Wednesday, December 15, 2021 have been duly approved.

Immediately after the shareholders’ meeting, the board of directors confirmed the appointment of the officers of the Company. The directors and officers of the Company are as follows:

  • Rob Klenk, Director, President and CEO

  • Darren Battersby, Chief Financial Officer

  • Kirk Fisher, Director

  • Ron Tewitz, Director

Davidson & Company LLP, Chartered Professional Accountants, has been re-elected as the Company’s Statutory Auditors for the year ended June 30, 2022. An ordinary resolution of disinterested shareholders approved the “continuing of 10% of the Company.

For more information, please contact:

Robert Klenk

Chief executive officer


Forward-looking information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information in this press release includes statements regarding the terms of the offer and the completion of the offer. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to differ materially from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties and regulatory risks. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be those anticipated, estimated or expected. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. 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 United 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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Ada J. Kenney