This press release is not to be distributed to U.S. newswire services or be disseminated in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
FOR IMMEDIATE RELEASE
Vancouver, British Columbia – December 15, 2011 – Brazil Resources Inc. (the “Company” or “Brazil Resources”) (TSX-V: BRI) is pleased to announce that it intends to carry out a non-brokered private placement (the “Private Placement”) of up to 3,636,364 common shares of the Company (each a “Share”) at a subscription price of $1.10 per Share for aggregate gross proceeds of up to $4,000,000.
The Company intends to use the net proceeds of the Private Placement to further its current strategy, including exploration expenditures on its current mineral projects in Brazil and the acquisition and exploration of additional mineral projects, if such opportunities arise, and for working capital and general corporate purposes.
The Company may pay a finder's fee to an arm's length party on a portion of the Private Placement in accordance with the policies of the TSX Venture Exchange (the “TSXV”). All Shares 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 further restrictions as may apply under foreign securities laws. The Private Placement is subject to final TSXV approval.
The Shares 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 Shares, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 newly acquired Pireneus Gold Project in Goias State, in central Brazil. Brazil Resources is also seeking to acquire and develop additional gold properties within Brazil and other locations in South America.
For additional information, please contact:
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 completion 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 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; 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 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.