Mr. Robert Klenk repots

JAZZ RESOURCES INCREASES SIZE OF NON-BROKERED OFFERING

Due to significant demand, Jazz Resources Inc. has increased its previously announced private placement financing by an additional $700,000 to $1.7-million. Pursuant to the increased offering, the company is offering, on a non-brokered private placement basis, up to 2,125,000 units at a price of 80 cents per unit to raise aggregate gross proceeds of up to $1.7-million. Each unit comprises one common share and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the company at an exercise price of $1.20 for a period of 12 months after the closing of the offering.

The company may pay finders' fees to certain registered brokerage firms, which fees would comprise a cash payment equal to 6 per cent of the subscription funds received by the company from subscribers introduced by such brokers and the issuance of non-transferable compensation warrants equal to 6 per cent of the number of units purchased by subscribers introduced by such brokers. All compensation warrants will be issued on substantially the same terms and conditions as the warrants. The units, shares, warrants, compensation warrants, warrant shares and any shares issued upon the exercise of the compensation warrants will be subject to a hold period of four months and one day from the closing date of the offering.

The company will use the net proceeds from the offering to advance the development on the Vila Nova gold project, located in the state of Amapa, Brazil, and for general working capital purposes. The closing of the offering is expected to occur in late May, 2022, and is subject to the company receiving all necessary approvals, including acceptance by the TSX Venture Exchange.

We seek Safe Harbor.