Jazz Resources Inc. Provides Additional Information ON Proposed Non-Brokered Private Placement Offering
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JAZZ RESOURCES INC.
October 13, 2020 TSXV: JZR
JAZZ RESOURCES INC. PROVIDES ADDITIONAL INFORMATION
ON PROPOSED NON-BROKERED PRIVATE PLACEMENT OFFERING
Vancouver, British Columbia, Canada – As previously disclosed in news releases dated July 2 8, 2020,
July 3 1, 2020 and September 14, 2020 , Jazz Resources Inc. (the “ Company” or “ JZR”) wishes to
provide additional informa tion on the pr oposed non-brokered pri vate placement offering , as further
described below.
The Company announces that it has clo sed a portion of the previously announced non-brokered private
placement offering (the “Offering”) of up to 10,000,000 units (each, a “Unit”) at a price of $0.20 per
Unit for gross proceeds of $2,000,000. The Company issued 3,345,000 Units at a price of $ 0.20 per Unit
for gross proceeds of $669, 000. Each Unit is compris ed of one common share and one share purchase
warrant (each a “Warrant”). One whole warrant will entitle the holder to purchase one common share
(as “Warrant Share”) at a price of $ 0.39 per Warrant Share until April 10, 2021, being six (6) months
from the date of issuance. T he hold periods for the u nits and the underlying securities expires on
February 10, 2021. T he Company paid a finder ’s fee of 6% cash, totaling $2,100, and 6% in Warran ts,
totaling 10,500 Warrants, to Raymond Ja mes L td. in connection with a portion of the Offering which
closed. The balance of the Offering may be completed in one or more additional tranches.
The Offering will be conducted pursuant to available prospectus exemptions, including sales to accredited
investors, family members, close friends an d business associates of director s and officers of the
Company, and to purchasers who have obtai ned suitability advice from a registered inve stment dealer
pursuant to the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirements for
certain distributions through an investment dealer) (the “Investment Dealer Exemption”).
There is no minimum Offering si ze, and the maximum offering is 10,000,000 uni ts for gross procee ds of
$2,000,000. The Offering is subject to acceptance by the TSX Venture Exchange (the “Exchange”) and all
securities issued pursuant to the Offering will be subject to a four month hold period from the date of
issuance. A portion of the balance of the Offering will be conducted by way of a sidecar financing as
further described in the C ompany’s news release dated September 14, 2020. If the Offering is fully
subscribed, and the ECO (as defined below) transaction that was previously announced is approved by the
Exchange or the sidecar portion of the Offering is completed, the Company plans to allocate the gross
proceeds of the Offering to: (i) fund the loan payment (US$500,000 (approximately, CDN$650,000)) due to
Eco Mining Oil & Gaz Drilling and Exploration EIRELI (“Eco”) pursuant to a purchase and sale agreement
with Coltan Gold Minerals Inc. (“Coltan”) with respect to the acquisiti on by the Company of C oltan’s
interest in the Vila Nova Royalty Agreement, (ii) if warrante d, to advance an additional US $500,000
(approximately CDN$650,000) to Eco, (iii) to complete a bulk sampling program on the Company’s Teddy
Glacier property located n ear Revelstoke, B.C. ($300,000), and (iv) the balance ($400,000) for general
working capital purposes. If the Offering is not fully subscribed, the Company will apply the gross proceeds
to the uses set out above, in such amounts and proportions as the board of directors and management of the
Company determine is in the best interests of the Company. Although the Company intends to use the
proceeds of the Offering as described above, the actual allocation of proceeds may vary from the uses set
out above depending upon future operations, events or opportunities.
Subscribers investing pursuant to the Investment Dealer Exemption m ust reside in one of the following
jurisdictions; British Columbia, Alberta, Manitoba, New Brunswick and Saskatchewan.
In accordance with the requirements of the Investment Dealer Exemption, the Company confirms that there
is no material fact or material change related to the Company which has not been generally disclosed.
Insiders of the Company, including certain directors and officers, are expected to p articipate in the
Offering. Such participation is considered a related part y transaction within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61 -101").
The Company will rely on exemptions from the formal valuation requirement of MI 61-101 as contained
in section 5.5(b) in respect o f the proposed related party participatio n in the Offering as no securities of
the Issuer are listed o r quoted on the Toronto Sto ck Exchange, t he New York S tock Exchange, the
American S tock Exchange, the NASDAQ Stock Market, o r a st ock exchange outside Canada and the
United States other than the Alternative Investmen t Market or the London Stock Exchange or the PLUS
markets operated b y PLUS Mar kets Group plc. The Company will also rely on an ex emption from the
minority shareholder approval requirement of MI61-101 provided under section 5.7(e) of MI61-101.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in t he
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press
release.
None of the securities of J ZR 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 benef it of, persons in the United States or “U.S. persons” (as such term is
defined in Regulation S under the U.S. Securities Act) abs ent registration or an exemption from such
registration requirements. This press release shall not constitute an offer to sell or t he 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.
For further information, please contact:
Robert Klenk
Chief Executive Officer
www.jazzresources.ca