Jazz Provides Update on Convertible Debenture Offering

(TheNewswire)

May 31, 2021 TheNewswire – Vancouver, British Columbia, Canada Jazz Resources Inc. (the “ Company ” or “ JZR ”) (TSXV:JZR) wishes to announce that, further to news releases dated April 16, 2021 and May 21, 2021, it anticipates closing the balance of its previously announced non-brokered private placement offering of convertible debentures (the “ Offering ”) on or prior to Friday, June 4, 2021.  Pursuant to policies of the TSX Venture Exchange (the “ Exchange ”), the deadline to close the Offering is May 31, 2021, however, the Company has requested an extension from the Exchange to June 4, 2021, and the Exchange has accepted the Company’s request.  Particulars respecting the Offering, including the first tranche which closed on May 21, 2021, are set out in the Company’s news releases dated April 16, 2021 and May 21, 2021.  The Offering will be subject to customary closing conditions, including the approval of the Exchange.

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 includes, but is not limited to, statements with respect to the terms of the Offering, the completion of the Offering and the expected use of the net proceeds received by the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. 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 news 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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