Mr. Robert Klenk reports

JAZZ ANNOUNCES PARTIAL CLOSING OF PRIVATE PLACEMENT OF UNITS AND TERMINATION OF DEBENTURE OFFERING

Jazz Resources Inc. has closed the first tranche of its previously announced non-brokered private placement offering of units by issuing 998,093 units at a price of 65 cents per unit for gross proceeds of $648,760. Each unit is composed of one common share in the capital of the company and one share purchase warrant. Each warrant shall entitle the holder to acquire one additional common share in the capital of the company at a price of 80 cents per share for a period of 12 months after the date of issuance of the warrants. The warrants are subject to an acceleration provision whereby, in the event the company's common shares have a closing price on the TSX Venture Exchange (or such other exchange on which the shares may be traded at such time) of greater than $1.20 per share for a period of 15 consecutive trading days at any time after four months and one day from the closing date of the offering, the company may accelerate the expiry date of the warrants by giving notice by 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 anticipates closing the balance of the offering on or about Oct. 21, 2022.

In connection with the offering, the company has paid finders' fees to certain registered brokerage firms, composed of an aggregate cash payment of $2,925, and issued an aggregate of 4,500 non-transferable compensation warrants, substantially upon the same terms and conditions as the warrants. The units, shares, warrants, compensation warrants, and any shares issued upon the exercise of the warrants or compensation 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 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 and for general working capital purposes.

An insider of the company subscribed for a total of 76,923 units under the financing, which is a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The issuance to the insider is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the shares issued to the related parties did not exceed 25 per cent of the company's market capitalization.

Jazz also announces that, as a result of greater market interest in the offering, it has elected not to proceed with the convertible debenture offering previously announced in its news release dated Aug. 11, 2022.

We seek Safe Harbor.