Jazz Resources Inc. announced a non-brokered private placement of convertible debentures to raise gross proceeds of up to CAD 1,000,000 on August 11, 2022. The principal sum of each debenture will be CAD 1,000 and will bear interest at a simple rate of 8% per annum and will mature on the date that is two years from the date of issuance. For the first year, interest will be paid in arrears in cash to the holders on the earlier of the conversion date or the date of the first anniversary of the debentures.

For the second year 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 debentures are convertible into common shares at a price of CAD 0.85 per share. Closing of the transaction is expected to occur in one or more tranches, with the first tranche expected to close on or about August 24, 2022.

Insiders of the company may participate. The company may pay participating registered dealers finder's fees comprised of cash or securities of the company, or a combination thereof, as permitted by the TSX Venture Exchange. The transaction 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