(TheNewswire)
September 7, 2022 – TheNewswire - Vancouver, British Columbia,Canada - Jazz Resources Inc. (TSXV:JZR) (OTC:JZRIF) (the “ Company ” or“ JZR ”) is pleased to announce that itintends to proceed with a corporate rebranding and to change its nameto “JZR Gold Inc.” (the “ Name Change ”). The Company does not intendto change its trading symbol. The Name Change is subject to TSXVenture Exchange (the “ Exchange ”) approval and the Company willprovide further updates regarding the Name Change, including theeffective date.
The Company further announces that it intends toundertake a non-brokered private placement offering (the“ Offering ”) of up to 2,000,000 units (each, a “ Unit ”) at a priceof $0.65 per Unit, to raise aggregate gross proceeds of up to$1,300,000. Each Unit will be comprised of one common share (each, a“ Share ”) and one 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$0.80 per Warrant Share for a period of 12 months after the closing ofthe Offering, whereby the expiry date of theWarrants may be accelerated in the event the daily trading price ofthe Shares equals or exceeds $1.20 on the Exchange (or such otherexchange on which the Shares may be traded) for 15 consecutive tradingdays. Upon such an event, the Company may accelerate the expiry dateof the Warrants by giving notice via news release to the holdersthereof and, in such case, the Warrants will expire on the 30th dayafter the date on which the news release is disseminated by theCompany.
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 Offeringfor working capital purposes and to advance the development on theVila Nova gold project located in the state of Amapa, Brazil,specifically, to finish testing the 800 tonne / per day mill and tobegin bulk sampling at the Vila Nova Gold Project in the fourthquarter of 2022. Closing of the Offering is expected to occur on orabout September 23, 2022 and is subject to the Company receiving allnecessary approvals, including acceptance by the 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 and Name Change, including the proposed size, timing and theexpected use of proceeds and the receipt of regulatory approval forthe Offering and receipt of approval for the Name Change. Forward-looking information reflects the expectations or beliefs ofmanagement of the Company based on information currently available toit. Forward-looking information is subject to known and unknownrisks, uncertainties and other factors that may cause the actualresults, level of activity, performance or achievements of the Companyto be materially different from those expressed or implied by suchforward-looking information. These factors include, but are notlimited to: the Company may not complete theOffering and/or the Name Change; the Offering and/or the Name Changemay not be approved by the TSX Venture Exchange; risks associated with the business of the Company; business andeconomic conditions in the mineral exploration industry generally; thesupply and demand for labour and other project inputs; changes incommodity prices; changes in interest and currency exchange rates;risks related to inaccurate geological and engineering assumptions;risks relating to unanticipated operational difficulties (includingfailure of equipment or processes to operate in accordance with thespecifications or expectations, cost escalation, unavailability ofmaterials and equipment, government action or delays in the receipt ofgovernment approvals, 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 other risk factors asdetailed from time to time in the Company’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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