JAZZ RESOURCES INC. announces a private placement of convertible debentures and the expiry of certain mining claims


August 11, 2022 TheNewswire – Vancouver, British Columbia, Canada Jazz Resources Inc. (the “Company” or “JZR”) (TSXV: JZR) is pleased to announce that it intends to undertake a private placement non-brokered convertible debentures (the “Debentures”) to raise gross proceeds of up to $1,000,000 (the “Offering”). The principal amount of each debenture will be $1,000. The Debentures will bear interest at the simple rate of eight percent (8%) per annum and will mature on the date that is two (2) years after the date of issue (the “Maturity Date”). For the first year of the term of the Debentures, interest will be paid in arrears in cash to the holders of the Debentures on the date of conversion or on the first anniversary date of the Debentures, whichever is earlier. For the second year of the term of the Debentures, interest will be paid in arrears in cash on the conversion date and on the maturity date for interest accrued in the second year. The principal amount of the Debentures may, at the option of the holders and at any time prior to the maturity date, be converted into common shares in the capital of the Company (the “Conversion Shares”) at a conversion price of $0.85 per Share conversion. The Debentures will be offered pursuant to one or more of the prospectus exemptions set out in National Instrument 45-106 Prospectus Exemptions.

The Company intends to use the net proceeds of the Offering for development expenditures at the Vila Nova gold project located in Amapa State, Brazil and for general working capital purposes.

The Offering is expected to close in one or more tranches, with the first tranche expected to close on or about August 24, 2022. Insiders of the Company may participate in the Offering. The Company may pay participating registered dealers a finder’s fee in connection with the offering consisting of cash or securities of the Company, or a combination thereof, as permitted by the TSX Venture Exchange ( the ” Swap “).

The offering is subject to certain conditions, including, but not limited to, obtaining stock exchange approval. The Debentures and any Conversion Shares issuable upon their conversion will be subject to a statutory hold period of four months and one day from the date of issue.

The Company also announces that it has chosen to abandon and authorize the expiry of four (4) mining concessions totaling 2,000 hectares on the Teddy Glacier property located 40 km southeast of Revelstoke, British Columbia. . The Company still holds one (1) concession on the Teddy Glacier property which totals approximately 50 hectares.

For more information, please contact:

Robert Klenk

Chief executive officer


Forward-looking statements

Certain information in this press release may contain forward-looking statements that involve important known and unknown risks and uncertainties. Forward-looking statements are often identified by words such as “will”, “may”, “should”, “anticipate”, “expect” and similar expressions. All statements other than statements of historical facts included in this press release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding the Offer, the intended participation in the Offer by certain insiders, the Company’s intended use of the net proceeds of the Offer and obtaining stock exchange approval. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to; the state of capital markets and the market for commodities and precious metals; changes in foreign exchange laws and policies, macroeconomic and geopolitical events, or events of third parties beyond the Company’s control; and other risks detailed from time to time in the Company’s filings with securities authorities. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those anticipated due to numerous known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control. Readers are cautioned not to place undue reliance on forward-looking statements. These statements, although considered reasonable by management at the time of their preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation to update or revise such information, except as required by applicable law.

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