(TheNewswire)
August 11, 2022 – TheNewswire - Vancouver, British Columbia,Canada – Jazz Resources Inc. (the “ Company ” or“ JZR ”) (TSXV:JZR) is pleased to announce that it intends to undertake a non-brokeredprivate placement offering of convertible debentures (the“ Debentures ”) to raise gross proceeds of up to $1,000,000 (the“ Offering ”). The principal sum of each Debenture will be $1,000. The Debentures will bear interest at a simple rate of eight percent(8%) per annum and will mature on the date that is two (2) years fromthe date of issuance (the “ Maturity Date ”). For the first year of theterm of the Debentures, interest will be paid in arrears in cash tothe holders of the Debentures on the earlier of the conversion date orthe date of the first anniversary of the Debentures. For the secondyear of the term of the Debentures, interest will be paid in arrearsin cash on the earlier of the conversion date and the Maturity Datefor interest accrued during the second year. The principal amount ofthe Debentures may, at the election of the holders and at any timeprior to the Maturity Date, be converted into common shares in thecapital of the Company (the “ Conversion Shares ”) at a conversion price of$0.85 per Conversion Share. The Debentures will be offered pursuantto one or more prospectus exemptions set out in National Instrument45-106 ProspectusExemptions .
The Company intends touse the net proceeds of the Offering for development expenditures onthe Vila Nova gold project located in the State of Amapa, Brazil andfor general working capital purposes.
Closing of the Offeringis expected to occur in one or more tranches, with the first trancheexpected to close on or about August 24, 2022. Insiders of theCompany may participate in the Offering. The Company may payparticipating registered dealers finder’s fees in connection withthe Offering comprised of cash or securities of the Company, or acombination thereof, as permitted by the TSX Venture Exchange (the“ Exchange ”).
The Offering is subjectto certain conditions including, but not limited to, receipt ofExchange approval. The Debentures, and any Conversion Shares issuableupon the conversion thereof, will be subject to a statutory holdperiod of four months and one day from the date of issuance.
The Company alsoannounces that it has elected to relinquish and allowed to expire four(4) mineral claims totaling 2,000 hectares on the Teddy Glacierproperty located 40km southeast of Revelstoke, B.C. The Companystill holds one (1) claim on the Teddy Glacier property which totalsapproximately 50 hectares.
For further informationplease contact:
Certain information in this newsrelease may contain forward-looking statements that involvesubstantial known and unknown risks and uncertainties. Forward-lookingstatements are often identified by terms such as “will”,“may”, “should”, “anticipate”, “expects” and similarexpressions. All statements other than statements of historical factincluded in this news release are forward-looking statements thatinvolve risks and uncertainties. There can be no assurance that suchstatements will prove to be accurate and actual results and futureevents could differ materially from those anticipated in suchstatements. Forward-looking statements in this news release include,but are not limited to, statements regarding the Offering, theexpected participation in the Offering by certain insiders, theCompany’s expected use of net proceeds of the Offering, and thereceipt of Exchange approval. Important factors that could causeactual results to differ materially from the Company’s expectationsinclude, but are not limited to; the state of the capital markets, andthe market for commodities and precious metals; changes in laws andExchange policies, macroeconomic and geopolitical events or events ofthird parties beyond the Company’s control; and other risks detailedfrom time to time in filings made by the Company with the securitiesregulatory authorities. The reader is cautioned that assumptionsused in the preparation of any forward-looking statements may prove tobe incorrect. Events or circumstances may cause actual results todiffer materially from those predicted, as a result of numerous knownand unknown risks, uncertainties, and other factors, many of which arebeyond the control of the Company. The reader is cautioned not toplace undue reliance on any forward-looking statements. Suchstatements although considered reasonable by management at the time ofpreparation, may prove to be incorrect and actual results may differmaterially from those anticipated. Forward-looking statementscontained in this news release are expressly qualified by thiscautionary statement. The forward-looking statements contained in thisnews release are made as of the date of this news release and theCompany disclaims any intention or obligation to update or revise suchinformation, except as required by applicable law.
Neither the TSX Venture Exchange nor itsregulation services provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this press release.
None of the securities of JZR have been registeredunder the U.S. Securities Act of 1933, as amended (the “U.S.Securities Act”), or any state securities law, and may not beoffered or sold in the United States or to, or for the account orbenefit of, persons in the United States or “U.S. persons” (assuch term is defined in Regulation S under the U.S. Securities Act)absent registration or an exemption from such registrationrequirements. This press release shall not constitute an offer to sellor the solicitation of an offer to buy in the United States nor shallthere be any sale of the securities in any State in which such offer,solicitation or sale would be unlawful.
NOT FOR DISTRIBUTION TOU.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION ORDISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES.
Copyright (c) 2022 TheNewswire - All rights reserved.