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TheNewswire.ca (via TheNewswire) Vancouver, British Columbia, Canada TheNewswire - December 3, 2021 - Jazz Resources Inc. (the "Company" or "JZR") (TSXV:JZR) is pleased to announce that it has closed a portion of its previously disclosed non-brokered private placement offering (the "Offering") of units (the "Units") by issuing 1,033,333 Units at a price of $0.75 per Unit for gross proceeds of $785,000. 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 $1.10 per Share for a period of 18 months after the date of issuance of the Warrants. The Warrants will be subject to an acceleration clause whereby, in the event that the volume weighted average trading price of the Company's common shares traded on TSX Venture Exchange, or any other stock exchange on which the Company's common shares are then listed, is equal to or greater than $1.50 for a period of 15 consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the Warrants that the Warrants will expire on the date that is not less than 30 days from the date that notice is provided by the Company to the warrant holders. The Units, Shares, Warrants and any Shares issued upon the exercise of the 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 redeem a portion of the June Debentures (as defined below), for development and exploration work on the Vila Nova gold project located in the state of Amapa, Brazil and for general working capital purposes. The Company also wishes to announce that it has redeemed a portion of the unsecured convertible debentures of the Company dated May 19, 2021 (the "May Debentures"). Pursuant to the redemption notice delivered to the holders of the May Debentures, $325,000 of the total principal amount of the Debentures was redeemed, on a pro rata basis, on November 19, 2021 (the "November Redemption Date"). On the November Redemption Date, the Company paid the redemption amount set out in the notice provided to the holders of the May Debentures, plus any accrued and unpaid interest, at a rate of 8% per annum, calculated from the date of issuance of the May Debentures to November 19, 2021. In addition, the Company has delivered notice to the holders of unsecured convertible debentures of the Company dated June 4, 2021 (the "June Debentures") that it will redeem up to 50% of the principal amount of the June Debentures. The June Debentures will be partially redeemed on December 4, 2021 (the "December Redemption Date") and, on such date, the Company will pay the redemption amount set out in the notice to the holders of the June Debentures, plus any accrued and unpaid interest, at a rate of 8% per annum, calculated from the date of issuance of the June Debentures to December 4, 2021. |