Jazz Resources increases private placement to $1.4M

Dec 21, 2021

2021-12-20 12:08 ET – News Release

Mr. Robert Klenk reports

JAZZ ANNOUNCES THE REDEMPTION OF CERTAIN CONVERTIBLE DEBENTURES, AN INCREASE TO A PRIVATE PLACEMENT OFFERING OF UNITS AND THE RESULTS OF THE 2021 SHAREHOLDER’S MEETING

Jazz Resources Inc. has redeemed certain of its unsecured convertible debentures dated June 4, 2021. On the redemption date, the company redeemed the aggregate principal sum of $350,000 of certain debentures. In addition to the redemption amounts, the company paid to the holders of the redeemed debentures any accrued and unpaid interest, at a rate of 8 per cent per annum, calculated from the date of issuance of the debentures to Dec. 4, 2021.

The company also wishes to announce that it has increased its previously announced non-brokered private placement offering from 1,066,667 units to 1,866,667 units at a price of 75 cents per unit, to raise gross proceeds of up to $1.4-million. Each unit shall comprise one common share of the company and one share purchase warrant, with each warrant entitling the holder to acquire one additional share at a price of $1.10 per share at any time up to 18 months following the closing date(s) of the offering. The warrants will also be subject to an acceleration clause whereby, in the event the volume-weighted average trading price of the shares on the TSX Venture Exchange, or any other stock exchange on which the company’s shares are then listed, is equal to or greater than $1.50 for a period of 15 consecutive trading days, the company will have the right to accelerate the expiry date of the warrants by giving written notice to the holders of the warrants that the warrants will expire on the date that is not less than 30 days from the date notice is provided by the company to the holders of the warrants. Pursuant to a news release dated Dec. 3, 2021, the company announced that it had closed a first tranche of the offering and, pursuant thereto, issued 1,033,333 units for gross proceeds of $785,000.

The company may pay finders’ fees to certain registered brokerage firms in connection with the balance of the offering, which fees would be a cash payment equal to 6 per cent of the gross proceeds raised by purchasers introduced by such brokers and the issuance of non-transferable compensation warrants equal to 6 per cent of the number of units purchased by purchasers introduced by such brokers. Such compensation warrants will be issued on substantially the same terms and conditions as the warrants. In connection with the closing of the first tranche of the offering, the company paid finders’ fees to certain registered brokerage firms comprising an aggregate cash payment of $4,500 and an aggregate issuance of 6,000 compensation warrants. All securities issued pursuant to the offering and as payment of any finders’ fees, including any common shares acquired upon the exercise of any warrants or compensation warrants, as the case may be, will be subject to a hold period of four months and one day from the date of issuance thereof.

The company is also pleased to announce that all matters put forward to its shareholders for approval at the company’s annual general and special meeting of shareholders held on Wednesday, Dec. 15, 2021, were duly approved.

Immediately following the shareholder’s meeting, the board of directors confirmed the appointment of the company’s officers. The directors and officers of the company are as follows:

Robert Klenk, director, president and chief executive officer;
Darren Battersby, chief financial officer;
Kirk Fisher, director;
Ron Tewitz, director.

Davidson & Company LLP, chartered professional accountant, was re-elected as the auditor of the company for the fiscal year ending June 30, 2022. An ordinary resolution of disinterested shareholders approved the company’s 10-per-cent rolling stock option plan.

We seek Safe Harbor.

https://jazzresources.ca/