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Brazil Resources Inc. To Raise Up To $2,500,000 By Way Of A Non-Brokered Private Placement; Announces Management Changes


December 15, 2014

Vancouver, British Columbia – December 15, 2014 – Brazil Resources Inc. (the “Company” or “Brazil Resources”) (TSX-V: BRI; OTCQX: BRIZF) is pleased to announce that it intends to carry out a non-brokered private placement (the “Private Placement”) of up to 4,545,455 units of the Company (each, a “Unit”) at $0.55 per Unit for aggregate gross proceeds of up to $2,500,000. The subscription price represents approximately a 10% premium over the 5-day volume-weighted average price of Brazil Resources common shares on the TSX Venture Exchange (the “TSXV”).

Each Unit will be comprised of one common share of the Company and one common share purchase warrant (the “Warrants”). Closing of the Private Placement is expected to occur within December 2014 and is subject to receipt of all necessary approvals, including the approval of the TSXV and receipt of definitive subscriptions.

The Company expects that significant shareholders and other insiders will comprise the majority of the subscribers under the proposed Private Placement.

Amir Adnani, Chairman, stated: “We are pleased with the continued support from insiders and existing shareholders, including Casey Capital Strategies, the Company’s largest shareholder, which demonstrates support for our long-term strategy.”

The Company intends to use the net proceeds from the Private Placement to advance its gold projects and its Rea Uranium Project and for strategic initiatives, including the acquisition and exploration of additional mining properties, and for working capital and general corporate purposes.

The Company may pay a finder’s fee to one or more arm’s length parties on a portion of the Private Placement in accordance with the policies of the TSXV.  All Units, common shares and Warrants issued under the Private Placement will be subject to a four-month hold period from the closing date, in accordance with the rules and policies of the TSXV and applicable Canadian securities laws and such other restriction as may apply under foreign securities laws. Each Warrant will entitle the holder thereof to acquire one common share at an exercise price of $0.75 up to 5 years after the closing of the Private Placement, subject to acceleration in certain circumstances.

The Units, common shares and Warrants have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Units, common shares or Warrants, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Management Changes

Brazil Resources also announced today that Stephen Swatton will be stepping down as Chief Executive Officer, President and director of the Company for personal reasons. The Company has appointed Garnet Dawson, previously Technical Director of the Company, as Chief Executive Officer and Paulo Pereira, previously VP Exploration and Country Manager of the Company, as President.

Amir Adnani, Chairman, stated: “We wish to thank Stephen for his experience and contributions to the Company over the past four years.  We wish him all the best in his future endeavors.  We are pleased to expand the responsibilities of Garnet and Paulo and welcome them to their new roles.”

Mr. Dawson most recently served as the Company’s Technical Director since November 2013 when Brazil Resources acquired Brazilian Gold Corporation. With Brazilian Gold Corporation, he had served as VP-Exploration for six years where he and his exploration team were responsible for the discovery and expansion of the Company’s resource base at the São Jorge, Boa Vista and Surubim Gold Projects.  He is a registered Professional Geologist with the Association of Professional Engineers and Geoscientists of British Columbia and has over 30 years of international experience including important roles on exploration and development stage projects. He holds a Bachelors of Science degree in Geology from the University of Manitoba and a Masters of Science degree in Economic Geology from the University of British Columbia. Mr. Dawson sits on the board of several public resource companies.

Mr. Pereira, based in Brasilia, most recently served as Brazil Resources' Vice President of Exploration and Country Manager for the past four years. Mr. Pereira has over 25 years of experience in exploration and development of mining projects in Brazil and Canada. He worked as a geologist for the De Beers Group for twenty years and served for more than ten years as Senior Project Manager and Divisional Manager for Canada. Mr. Pereira holds a Bachelors degree in Geology from Universidade do Amazonas in Brazil and is a member of the Association of Professional Geoscientists of Ontario.

About Brazil Resources Inc.

Brazil Resources Inc. is a public mineral exploration company with a focus on the acquisition and development of projects in emerging producing gold districts in Brazil, Paraguay and other parts of South America. Currently, Brazil Resources is advancing its Cachoeira and São Jorge Gold Projects located in the State of Pará, northeastern Brazil.

For additional information, please contact:

Brazil Resources Inc.
Amir Adnani, Chairman
Patrick Obara, Chief Financial Officer
Telephone: (855) 630-1001

Forward Looking Statements

This news release contains certain forward-looking statements that reflect the current views and/or expectations of the Company with respect to its performance, business and future events, including statements regarding the timing, completion, size and regulatory approval of the Private Placement. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates, including that: the Company will finalize definitive agreements with subscribers, the current price of and demand for minerals being targeted by the Company will be sustained or will improve; the Company´s current exploration programs and objectives can be achieved; the Company will be able to obtain required exploration licences and other permits; general business and economic conditions will not change in a material adverse manner; financing will be available if and when needed on reasonable terms; the Company will not experience any material accident; receipt of all regulatory approvals, including of the TSXV, for the Private Placement; and the Company will be able to identify and acquire additional mineral interests on reasonable terms or at all. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including: that the Company will not be able to finalize definitive agreements with subscribers; that the Company has a limited operating history; that resource exploration and development is a speculative business; that the Company may lose or abandon its property interests or may fail to receive necessary licences and permits; that the Company's properties are in the exploration stage and are without known bodies of commercial ore; that the Company may not be able to obtain all necessary permits and approvals on any of its properties; that environmental laws and regulations may become more onerous; that the Company may not be able to raise additional funds when necessary; potential defects in title to the Company's properties; fluctuations in currency exchange rates; fluctuating prices of commodities; operating hazards and risks; competition; potential inability to find suitable acquisition opportunities and/or complete the same; and other risks and uncertainties listed in the Company's public filings. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.


December 15, 2014

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