(TheNewswire)
May 6, 2022 - TheNewswire - Vancouver, British Columbia,Canada – Jazz Resources Inc. (TSXV:JZR) (the “ Company ” or“ JZR ”) is pleased to announce that it intends to undertake anon-brokered private placement offering (the “ Offering ”) of up to1,250,000 units (each, a “ Unit ”) at a price of $0.80 per Unit, toraise aggregate gross proceeds of up to $1,000,000. Each Unit willbe comprised of one common share (each, a “ Share ”) and onecommon share purchase warrant (each, a “ Warrant ”). EachWarrant will entitle the holder to acquire one additional common share(each, a “ WarrantShare ”) of the Company at an exercise price of$1.20 per Warrant Share for a period of 12 months after the closing ofthe Offering.
The Company may pay a finder’s fee to certainregistered brokerage firms, which fees would be comprised of a cashpayment equal to 6% of the subscription funds received by the Companyfrom subscribers introduced by such brokers and the issuance ofnon-transferable compensation warrants (the “ Compensation Warrants ”) equal to 6% of the number of Units purchased bysubscribers introduced by such brokers. Any Compensation Warrantswill be issued on substantially the same terms and conditions as theWarrants. The Units, Shares, Warrants, Compensation Warrants,Warrant Shares and any Shares issued upon the exercise of theCompensation Warrants will be subject to a hold period of four monthsand one day from the closing date of the Offering.
The Company will use the net proceeds from the Offeringto advance the development on the Vila Nova gold project located inthe state of Amapa, Brazil, and for general working capital purposes. Closing of the Offering is expected to occur in late May 2022 and issubject to the Company receiving all necessary approvals, includingacceptance by the TSX Venture Exchange.
The Company also announces that it has granted anaggregate of 875,000 incentive stock options (the “ Options ”) toofficers, directors and consultants of the Company pursuant to theCompany’s stock option plan. Each Option permits the optionee toacquire one common share in the capital of the Company at any time ata price of $0.80 per share for a period of 5 years from the date ofgrant. The Options are subject to a hold period of four months andone day from the date of grant. The Options are also subject toacceptance by the TSX Venture Exchange.
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 size, timing and the expected use ofproceeds and the receipt of regulatory approval for the Offering andthe grant of Options. Forward-looking information reflects theexpectations or beliefs of management of the Company based oninformation currently available to it. Forward-looking informationis subject to known and unknown risks, uncertainties and other factorsthat may cause the actual results, level of activity, performance orachievements of the Company to be materially different from thoseexpressed or implied by such forward-looking information. Thesefactors include, but are not limited to: risks associated with thebusiness of the Company; business and economic conditions in themineral exploration industry generally; the supply and demand forlabour and other project inputs; changes in commodity prices; changesin interest and currency exchange rates; risks related to inaccurategeological and engineering assumptions; risks relating tounanticipated operational difficulties (including failure of equipmentor processes to operate in accordance with the specifications orexpectations, cost escalation, unavailability of materials andequipment, government action or delays in the receipt of governmentapprovals, industrial disturbances or other job action andunanticipated events related to health, safety and environmentalmatters); risks related to adverse weather conditions; political riskand social unrest; changes in general economic conditions orconditions in the financial markets; and otherrisk factors as detailed from time to time in the Company’scontinuous disclosure documents filed with the Canadian securitiesregulators. The forward-looking information contained in this pressrelease is expressly qualified in its entirety by this cautionarystatement. 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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