Jazz Announces Closing Of First Tranche Of Private Placement Of Units

(TheNewswire)

Vancouver, British Columbia, Canada May 13, 2022 TheNewswire - Jazz Resources Inc. ( TSXV:JZR ) (the " Company " or " JZR ") is pleased to announce that it has closed the first portion of its previously announced non-brokered private placement offering (the " Offering ") of units (the " Units ") by issuing 860,250 Units at a price of $0.80 per Unit for gross proceeds of $688,200.  Each Unit is comprised of one common share (a " Share ") in the capital of the Company and one share purchase warrant (a " Warrant ").  Each Warrant shall entitle the holder to acquire one additional common share in the capital of the Company at a price of $1.20 per Share for a period of 12 months after the date of issuance of the Warrants.

In connection with the Offering, the Company has paid finder's fees to certain registered brokerage firms, comprised of an aggregate cash payment of $27,492, and issued an aggregate of 34,365 non-transferable compensation warrants, substantially upon the same terms and conditions as the Warrants. The Units, Shares, Warrants, compensation warrants and any Shares issued upon the exercise of the Warrants or compensation warrants will be subject to a hold period of four months and one day from the date of issuance.

The Company will use the net proceeds of the Offering to advance the development of the Vila Nova gold project located in the state of Amapa, Brazil, and for general working capital purposes.

For further information, please contact:

Robert Klenk

Chief Executive Officer

rob@jazzresources.ca

Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this press release includes statements with respect to the terms of the Offering and the expected use of the net proceeds of the Offering.  Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties and regulatory risks.  Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement. The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its regulation 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 securities of JZR have been registered under the U.S. Securities Act of 1933, 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 for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption 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.

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