Mr. Robert Klenk reports

JAZZ RESOURCES INC. ANNOUNCES A PRIVATE PLACEMENT OFFERING OF CONVERTIBLE DEBENTURES AND THE EXPIRY OF CERTAIN MINERAL CLAIMS

Jazz Resources Inc. intends to undertake a non-brokered private placement offering of convertible debentures to raise gross proceeds of up to $1-million. The principal sum of each debenture will be $1,000. The debentures will bear interest at a simple rate of 8 per cent per annum and will mature on the date that is two years from the date of issuance. For the first year of the term of the debentures, interest will be paid in arrears in cash to the holders of the debentures on the earlier of the conversion date or the date of the first anniversary of the debentures. For the second year of the term of the debentures, interest will be paid in arrears in cash on the earlier of the conversion date and the maturity date for interest accrued during the second year. The principal amount of the debentures may, at the election of the holders and at any time prior to the maturity date, be converted into common shares in the capital of the company at a conversion price of 85 cents per conversion share. The debentures will be offered pursuant to one or more prospectus exemptions set out in National Instrument 45-106, Prospectus Exemptions.

The company intends to use the net proceeds of the offering for development expenditures on the Vila Nova gold project, located in the state of Amapa, Brazil, and for general working capital purposes.

Closing of the offering is expected to occur in one or more tranches, with the first tranche expected to close on or about Aug. 24, 2022. Insiders of the company may participate in the offering. The company may pay participating registered dealers finders' fees in connection with the offering, comprising cash or securities of the company, or a combination thereof, as permitted by the TSX Venture Exchange.

The offering is subject to certain conditions, including, but not limited to, receipt of exchange approval. The debentures and any conversion shares issuable upon the conversion thereof will be subject to a statutory hold period of four months and one day from the date of issuance.

The company also announces that it has elected to relinquish and allowed to expire four mineral claims totalling 2,000 hectares on the Teddy Glacier property, located 40 kilometres southeast of Revelstoke, B.C. The company still holds one claim on the Teddy Glacier property, which totals approximately 50 hectares.

We seek Safe Harbor.