December 16, 2013
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Brazil Resources Inc. To Raise Up To $5,000,000 By Way Of A Non-Brokered Private Placement
FOR IMMEDIATE RELEASE
Vancouver, British Columbia – December 16, 2013 – 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 9,090,910 units of the Company (each, a “Unit”) at $0.55 per Unit for aggregate gross proceeds of up to $5,000,000. The subscription price represents a 10% premium over the last closing price of Brazil Resources' common shares.
The Company expects that significant shareholders and other insiders will comprise the majority of the subscribers under the proposed Private Placement.
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 and is subject to receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV”) and definitive subscriptions.
Amir Adnani, Chairman, stated: “We are pleased with the strong interest in this Private Placement from insiders and existing shareholders, including the Company’s largest shareholder, as it shows support for our long-term strategy. The proposed Private Placement will enable the Company to further execute its plan to grow through acquisitions and to be a consolidator in these depressed resource markets.”
The Company intends to use the net proceeds from the Private Placement to advance the Company’s São Jorge and Cachoeira projects and to incur expenditures 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 the terms thereof.
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.
About Brazil Resources Inc.
Brazil Resources 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, Brazil.
For additional information, please contact:
Brazil Resources Inc.
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.