Jazz Closes Balance of Increased Non-Brokered Private Placement of Units
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DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES.
JAZZ RESOURCES INC.
May 26, 2022 TSXV: JZR
JAZZ CLOSES BALANCE OF INCREASED
NON-BROKERED PRIVATE PLACEMENT OF UNITS
Vancouver, British Columbia, Canada – Jazz Resources Inc. (the “Company” or “JZR”) is pleased to announce that it
has closed (the “Second Tranche”) the balance of its previously announced non-brokered private placement offering (the
“Offering”) of units (the “Units”) by issuing 1,264,750 Units at a price of $0.80 per Unit for gross proceeds of $1,011,800.
Each Unit is comprised of one common share (a “Share”) in the capital of the Company and one share purchase warrant (a
“Warrant”). Each Warrant shall entitle the holder to acquire one additional Share in the capital of the Company at a price
of $1.20 per Share for a period of 12 months after the date of issuance of the Warrants.
In connection with the Second Tranche of the Offering, the Company has paid finder’s fees to certain registered brokerage
firms, comprised of an aggregate cash payment of $ 49,500, and issued an aggregate of 61,875 non-transferable
compensation warrants, substantially upon the same terms and conditions as the Warrants. The Units, Shares, Warrants,
compensation warrants and any Shares issued upon the exercise of the Warrants or comp ensation warrants will be subject
to a hold period of four months and one day from the date of issuance.
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, and for general working capital purposes.
For further 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 legislation. Forward -looking
information in this press release includes statements with respect to the terms of the Offering and the expected use of the net proceeds of the Offering.
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 diff erent 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 im portant factors that could cause actual results to differ materially from those contained in forward -looking information,
there may be other factors that cause results not to be as anticipated, estimated or intended. 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 the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities
law, and may not be offered or sold in the United States or to, 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 the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any
State in which such offer, solicitation or sale would be unlawful.