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September 28, 2022 – TheNewswire- Vancouver, BritishColumbia, Canada – JazzResources Inc. (the “ Company ” or“ JZR ”) (TSXV:JZR) is pleased to announce that it has closed the first trancheof its previously announced non-brokered private placement offering(the “ Offering ”) of units (the “ Units ”) by issuing 998,093 Units at a priceof $0.65 per Unit for gross proceeds of $648,760. Each Unit iscomprised of one common share (a “ Share ”) in thecapital of the Company and one share purchase warrant (a“ Warrant ”). Each Warrant shall entitle the holder to acquire oneadditional common share in the capital of the Company at a price of$0.80 per Share for a period of 12 months after the date of issuanceof the Warrants. The Warrants are subject toan acceleration provision whereby, in the event the Company's commonshares have a closing price on the TSX Venture Exchange (the" Exchange ") (or such other exchange on which the shares may betraded at such time) of greater than $1.20 per share for a period of15 consecutive trading days at any time after four months and one dayfrom the closing date of the Offering, the Company may accelerate theexpiry date of the Warrants by giving notice via news release to theholders thereof and, in such case, the Warrants will expire on the30th day after the date on which the news release is disseminated bythe Company. The Company anticipates closing the balance of theOffering on or about October 21, 2022.
In connection with the Offering, the Company has paidfinder’s fees to certain registered brokerage firms, comprised of anaggregate cash payment of $ 2,925 , and issued an aggregate of 4,500 non-transferable compensationwarrants, substantially upon the same terms and conditions as theWarrants. The Units, Shares, Warrants, compensation warrants and anyShares issued upon the exercise of the Warrants or compensationwarrants will be subject to a hold period of four months and one dayfrom the date of issuance.
The Company will use the net proceeds of the Offeringto advance the development on the Vila Nova gold project located inthe state of Amapa, Brazil, specifically, to finish testing the 800tonne / per day mill and to begin bulk sampling at the Vila Nova GoldProject in the fourth quarter of 2022 and for general working capitalpurposes.
An insider of the Company subscribed for a total of76,923 Units under the financing, which is a “related partytransaction” within the meaning of Multilateral Instrument 61-101 Protection of MinoritySecurity Holders in Special Transactions (“ MI 61-101 ”). The issuance to the insider is exempt from thevaluation requirement of MI 61-101 by virtue of the exemptioncontained in section 5.5(b) as the Company’s shares are not listedon a specified market and from the minority shareholder approvalrequirements of MI 61-101 by virtue of the exemption contained insection 5.7(a) of MI 61-101 in that the fair market value of theconsideration of the shares issued to the related parties did notexceed 25% of the Company’s market capitalization.
Jazz also announces that, as a result of greater marketinterest in the Offering, it has elected not to proceed with theconvertible debenture offering previously announced in its newsrelease dated August 11, 2022.
For further information, please contact:
Robert Klenk
Chief Executive Officer
rob@jazzresources.ca
Forward-Looking Information
This press release contains certain “forward-lookinginformation” within the meaning of applicable Canadian securitieslegislation. Forward-looking information in this press releaseincludes all statements that are not historical facts, including,without limitation, statements with respect to the details of theOffering, including the proposed use of proceeds, the anticipatedclosing date of the balance of the Offering and the receipt ofregulatory approval for the Offering. Forward-looking informationreflects the expectations or beliefs of management of the Companybased on information currently available to it. Forward-lookinginformation is subject to known and unknown risks, uncertainties andother factors that may cause the actual results, level of activity,performance or achievements of the Company to be materially differentfrom those expressed or implied by such forward-looking information. These factors include, but are not limited to: the Company may not complete the balance of the Offering; thebalance of the Offering may not be approved by the TSX VentureExchange; risks associated with the business ofthe Company; business and economic conditions in the mineralexploration industry generally; the supply and demand for labour andother project inputs; changes in commodity prices; changes in interestand currency exchange rates; risks related to inaccurate geologicaland engineering assumptions; risks relating to unanticipatedoperational difficulties (including failure of equipment or processesto operate in accordance with the specifications or expectations, costescalation, unavailability of materials and equipment, governmentaction or delays in the receipt of government approvals, industrialdisturbances or other job action and unanticipated events related tohealth, safety and environmental matters); risks related to adverseweather conditions; political risk and social unrest; changes ingeneral economic conditions or conditions in the financial markets;and other risk factors as detailed from time to time in theCompany’s continuous disclosure documents filed with the Canadiansecurities regulators. The forward-looking information contained inthis press release is expressly qualified in its entirety by thiscautionary statement. The Company does not undertake to update anyforward-looking information, except as required by applicablesecurities laws.
Neither the TSXVenture Exchange nor its regulation services provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this pressrelease.
None of thesecurities of JZR have been registered under the U.S. Securities Actof 1933, as amended (the “U.S. Securities Act”), or any statesecurities law, and may not be offered or sold in the United States orto, 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 theU.S. Securities Act) absent registration or an exemption from suchregistration requirements. This press release shall not constitute anoffer to sell or the solicitation of an offer to buy in the UnitedStates nor shall there be any sale of the securities in any State inwhich such offer, solicitation or sale would be unlawful.
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