Mr. Robert Klenk reports

JAZZ ANNOUNCES PROPOSED NAME CHANGE AND PRIVATE PLACEMENT OFFERING OF UNITS TO RAISE UP TO $1,300,000

Jazz Resources Inc. intends to proceed with a corporate rebranding and to change its name to JZR Gold Inc. The company does not intend to change its trading symbol. The name change is subject to TSX Venture Exchange approval, and the company will provide further updates regarding the name change, including the effective date.

The company further announces that it intends to undertake a non-brokered private placement offering of up to two million units at a price of 65 cents per unit to raise aggregate gross proceeds of up to $1.3-million. Each unit will be composed of one common share and one share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the company at an exercise price of 80 cents per warrant share for a period of 12 months after the closing of the offering, whereby the expiry date of the warrants may be accelerated in the event the daily trading price of the shares equals or exceeds $1.20 on the exchange (or such other exchange on which the shares may be traded) for 15 consecutive trading days. Upon such an event, the company may accelerate the expiry date of the warrants by giving notice through a news release to the holders thereof, and, in such case, the warrants will expire on the 30th day after the date on which the news release is disseminated by the company.

The company may pay a finder's fee to certain registered brokerage firms, which fees would be composed of 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. Any 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 for working capital purposes and to advance the development on the Vila Nova gold project located in the state of Amapa, Brazil, specifically, to finish testing the 800-tonne-per-day mill and to begin bulk sampling at the Vila Nova gold project in the fourth quarter of 2022. Closing of the offering is expected to occur on or about Sept. 23, 2022, and is subject to the company receiving all necessary approvals, including acceptance by the exchange.

We seek Safe Harbor.