- Project has an NI 43-101-compliant indicated resource of
446,000 oz gold and an inferred resource of 221,300 oz
gold
- Project is located in the prolific Gurupi Gold Belt nearby
to three of the Company's current gold projects in northern
Brazil
VANCOUVER, July 11, 2012 /PRNewswire/ - Brazil Resources
Inc. (the "Company" or "Brazil Resources") (TSXV: BRI) (OTCQX:
BRIZF) is pleased to announce that it has entered into a definitive
share purchase agreement (the "Agreement") with Luna Gold Corp.
("Luna") to acquire all of the issued and outstanding shares of
Luna Gold (International) Corp., a
wholly-owned subsidiary of Luna, which owns an indirect 100%
interest in the Cachoeira gold project in Pará State, Brazil (the "Cachoeira Project").
Amir Adnani,
Chairman of the Company, stated: "We are very pleased to announce
the Agreement to acquire the Cachoeira Project, with its
substantial prior exploration and mineral resource estimate. This
will make the Company's fourth and most advanced project in the
prolific Gurupi Gold Belt, with similar geology and lying on-trend
and 85 km. northwest of the other three projects. The acquisition
is consistent with the Company's strategy to increase its exposure
in this richly endowed mineral province."
Steve Swatton,
President and CEO, added, "The geological team here is qualified
and standing by to get on-site, and to start developing this
resource with additional definition drilling, extension drilling,
initial economic studies and licensing. It should be noted that all
or most of the greenstone-hosted resource is near-surface and is
believed to be open-pittable, with substantial room for growth
laterally and to depth."
The Cachoeira Project
The Cachoeira Project is located on the Gurupi
Gold Belt, approximately 220 kilometres southeast of the Pará State
capital of Belém and about 270 kilometres northwest of the port
city of São Luis, Maranhão State. The Cachoeira Project
comprises one contiguous block consisting of two mining and three
exploration licenses covering approximately 4,742 hectares. Between
1985 and 2008, Luna and prior operators, completed drilling
programs at the Cachoeira Project consisting of 183 diamond core
holes (23,263 m), 94 RC holes (6,732 m), eight combined diamond/RC
holes (1,307 m), and 488 auger holes (5,798 m) for a total of 773
holes drilled (37,100 m).
Luna previously completed a National Instrument
43-101 ("NI 43-101") technical report respecting the Cachoeira
Project dated February 3, 2011, which
was prepared by Scott Wilson Roscoe Postle Associates Inc. and
entitled "Technical Report on the Cachoeira Project, Para State,
Brazil" (the "Report"). The Report
estimated:
- an indicated mineral resource of 12.5 million tonnes at 1.11
g/t Au, or 446,000 ounces of gold; and
- an inferred resource of 5.4 million tonnes at 1.27 g/t Au, or
221,300 ounces of gold,
for the Tucano, Arara and Coruja deposits at the
Cachoeira Project as at December 22,
2010. In addition, the Report stated that good potential
exists for continuation of mineralization at depth and between the
three deposits following the major structural corridor.
In addition to governmental royalties, the
Cachoeira Project is subject to a 4.0% net profits royalty payable
to prior owners. Up to one-half of such royalty interest may be
re-acquired prior to the first anniversary of commercial production
at the Cachoeira Project by paying the holders US$1,000,000 for each 0.5% increment of the
royalty interest. If production is not achieved at the Cachoeira
Project by March 10, 2014, a
US$300,000 per year payment in lieu
of the royalty will be payable to the royalty holders.
Investors are encouraged to review the full
Report, which is available for download under Luna's profile at
www.sedar.com. To the best of the Company's knowledge, information,
and belief, there is no new material scientific or technical
information that would make the disclosure of the mineral resources
set forth herein and based on the Report inaccurate or misleading.
Brazil Resources plans to complete an updated technical report
respecting the Cachoeira Project prior to closing of the
transaction.
The Agreement
Subject to the terms of the Agreement,
immediately upon closing of the transaction, Brazil Resources will
acquire 100% of the issued and outstanding shares of Luna Gold (International) Corp., which holds an
indirect 100% interest in the Cachoeira Project through its
subsidiaries. The consideration payable by Brazil Resources to Luna
under the Agreement will consist of:
(i) |
$500,000 cash and 1,428,000 common
shares of Brazil Resources ("BRI Shares") upon closing of the
transaction; |
(ii) |
$300,000 cash and 1,214,000 BRI
Shares within 12 months of closing the transaction; |
(iii) |
$300,000 cash and 1,214,000 BRI
Shares within 30 days of receipt of approval of a mine development
plan by the DNPM and the environmental preliminary licenses for a
gold mining operation relating to the Cachoeira Project; |
(iv) |
$2,500,000, payable in cash or BRI
Shares, at Brazil Resources' sole discretion, upon commencing mine
construction at the Cachoeira Project, consisting of completion of
$500,000 of expenditures towards such construction; and |
(v) |
$3,000,000, payable in cash or BRI
Shares, at Brazil Resources' sole discretion, one year after
achieving commercial production at the Cachoeira Project. |
|
Notwithstanding the foregoing milestones, all of
the payments from Brazil Resources to Luna will become due and
payable four years after the closing date of the transaction. Any
discretionary share-based payments will be valued based on the
volume weighted average trading price of the BRI Shares for the 10
days prior to such payment. Brazil
Resources' payment obligations will be evidenced by a promissory
note issued by the Company to Luna, containing customary events of
default and acceleration provisions, and will be secured by
security interests granted by the Company and its subsidiaries to
Luna against, among other things, interests in the Cachoeira
Project and the shares of the subsidiaries to be acquired under the
Agreement.
Completion of the transaction is conditional
upon, among other things, customary closing conditions and the
receipt of all required consents and approvals, including the
approval of the TSX Venture Exchange and completion of an updated
NI 43-101 compliant technical report by the Company.
About Brazil Resources Inc.
Brazil Resources is a publicly listed mineral
exploration company with a focus on the acquisition and development
of projects in emerging producing gold districts in Brazil and other parts of South America. Currently, the Company is
advancing its Montes Áureos, Trinta and Maua Gold Projects located
in the Gurupi Gold Belt in the state of Maranhão in northeastern
Brazil, and its Pireneus Gold
Project in Goias State, in central Brazil. Brazil Resources is also seeking to
acquire and develop additional gold properties in Brazil and other locations in South America.
Technical Information
Paulo Pereira,
the Company's Vice President of Exploration has supervised the
preparation of the technical information contained in this news
release and reviewed the Report on behalf of the Company. Mr.
Pereira holds a Bachelor degree in Geology from Universidade do
Amazonas in Brazil, is a qualified
person as defined in NI 43-101 and is a member of the Association
of Professional Geoscientists of Ontario.
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 relating to the
completion of transactions contemplated under the Agreement and the
Company's plans and expectations regarding the Cachoeira Project.
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, without limitation, assumptions relating to
the ability of the Company and Luna to satisfy the conditions
required in order to complete the Agreement and related agreements
and the expected effects or benefits of the acquisition of the
Cachoeira Project on the business of the Company.
Forward-looking statements are not guarantees of future
performance and involve risks, uncertainties and assumption which
are difficult to predict. Investors are cautioned that all
forward-looking statements involve risks and uncertainties,
including, without limitation: any inability of the parties to
satisfy the conditions of the closing under the Agreement, inherent
risks involved in the exploration and development of mineral
properties; uncertainties involved in interpreting drill
results and other exploration data; any inability of the Company to
implement its business plan in respect of the Cachoeira Project as
planned or at all; the Company may lose or abandon its mineral
rights or may fail to receive necessary permits, approvals or
licenses respecting its properties, including the Cachoeira
Project; fluctuating prices of commodities; potential delays in
exploration or development activities, mine development and
production costs; regulatory restrictions, including environmental
regulatory restrictions and liability; an inability to raise
additional funds when necessary; potential defects in title to the
Company's properties; fluctuations in currency exchange rates;
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, including the company's annual management's discussion
& analysis. 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.
Patrick Obara
Telephone: (855) 630-1001
info@brazilresources.com
SOURCE Brazil Resources Inc.