Jazz Resources Inc. Closes Acquisition of Mineral Exploration Interests IN Brazil
JAZZ RESOURCES INC.
January 20, 2021 TSXV: JZR
JAZZ RESOURCES INC. CLOSES ACQUISITION OF
MINERAL EXPLORATION INTERESTS IN BRAZIL
Vancouver, British Columbia, Canada – Jazz Resources Inc. (the “Company” or “JZR”) is pleased to
announce that it has closed its previously announced arms-length acquisition from Coltan Gold Mi nerals
Inc. (“Coltan”) of Coltan’s interest in and to a JV Royalty Agreement (as defined below) respecting the
Vila Nova gold exploration and development project located in Amapa, Brazil. Pursuant to a purchase
and sale agreement between the Company and Coltan dated September 2, 2020, as amended (the “PSA”),
the Company acquired all of Coltan’s interest in a joint venture royalty agreement dated July 6, 2020 , as
amended, (“JV R oyalty Agreeme nt”) between C oltan and Eco Mining Oil & Gaz Drilling and
Exploration EIRELI (“Eco”), wherein Jazz shall have the option and right to acquire a 50% net profits
interest in the Vila Nova property . Pursuant to the terms of t he JV Royal ty Agre ement, in orde r to
exercise the option and acquire the rights thereunder, the Company must make the following payments to
Eco, subject to satisfactory project assessment prior to each stage of funding:
(a) an initial payment of USD$500,000 to fund the 2,000 m drilling prog ram and related
costs needed to com plete the business plan to construct a 1,280 t/d bulk exploitation
program on the Vila Nova property;
(b) a second payment of USD$500,000; and
(c) a final payment of USD$5,000,000.
If exercised and all payments are made, the Company shall be entitled to receive 50% net profits interest
from all products and minerals produced from the Vila Nova property (50% of gross proceeds after costs)
and exclusive rights to explore and develop the property, including initiating and carrying out commercial
production. Eco will remain the sole operator of all mining -related activity on the property, including
environmental remediation.
Jazz will have the right, at any time, prior to completing the payments under the JV R oyalty Agreement,
to give notice to Eco to terminate the JV Royalty Agreement, and all payments made by Jazz to Eco will
be secured and converted to a loan bearing interest at 6% per annum for a two-year term.
As conside ration for Coltan’s interest s in the JV Royalty Agr eement, the Company issued to Coltan
2,150,000 common shares. In addition, Coltan shall have the right to acqui re up to 2,975,000 common
shares, provided that Coltan cannot own, upon exercise of its right to acquire the additional common
shares, more than 19.5% of the issued and outstanding shares of the Company, without approval by the
disinterested shareholders of the Company. Pursuant to an amend ment to the PSA , Coltan may elect to
receive, upon written notice to Jazz, 2,975,000 common shares of Jazz, in lieu of a convertible note which
was previously negotiated in the PSA . The issuance of the additional common shares to Coltan shall be
subject to the limitations on Coltan not exceeding 19.5% of the issued and outstanding common shares of
Jazz without approval by Jazz’s disinterested shareholders. All securities issued to Coltan will be subject
to a four month hold period from the date of issuance.
The Company has commenced exploration and development on the Vila Nova pro perty, which includes
2,000 m of drilling and the completion of a resource estimate and, if possible, a pr eliminary economic
assessment by GE21 Mining Consultoria Mineral of Brazil. If warranted, the Company can continue its
participation by raising up to USD$5.5 million to place the 1280 t/per day plant into operation on the Vila
Nova property . Any such prod uction shall not be b ased on a feasibility study of mineral reserves
demonstrating economic and technical viability and, accordingly, there may be increas ed uncertainty and
the specified economic and technical risks of failure associated with such production decision.
The Company also announces that, as required by the TSX Venture Exchange, it has filed an independent
technical report (the “Report”), dat ed effective September 22, 2020, prepared in accor dance with
National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI43-101”) for the Vila Nova
property. The Report was prepared for Jazz by Dr. Stewart Jackson, who are “qualified persons” pursuant
to NI43-101. The Report will be available under the Company’s SEDAR profile at www.sedar.com.
Neither the TSX Vent ure Exchange nor its regul ation 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 secu rities of JZR have been registered under the U.S. Securities Act of 19 33, 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 fo r the account or benefit of, persons in the United States or “U.S. persons” (as such term is
defined in Regulation S un der the U.S. Securities Act) absent registration or an exemptio n 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.
For further information, please contact:
Robert Klenk
Chief Executive Officer
www.jazzresources.ca