VANCOUVER, Dec. 31, 2013 /PRNewswire/ - Brazil Resources
Inc. (the "Company" or "Brazil Resources") (TSXV: BRI) (OTCQX:
BRIZF) is pleased to announce the successful completion of its
previously announced non-brokered private placement (the "Private
Placement") of units of the Company (each, a "Unit") at a
subscription price of $0.55 per Unit.
The aggregate amount of the Private Placement was increased to
approximately $6.4 million from the
initially announced amount of $5.0
million.
Amir Adnani,
Chairman, stated: "We are very pleased to announce the closing of
this oversubscribed Private Placement. We thank our current and new
shareholders for their strong support. The proceeds of this
financing will allow us to advance our long-term growth strategy,
including positioning the company to take advantage of accretive
opportunities in the current depressed resource markets."
In connection with the Private Placement, the
Company paid cash commission equal to 7% on a portion of the gross
proceeds raised from the sale of the Units to certain arm's length
parties in the aggregate amount of $231,761, in accordance with the policies of the
TSXV.
A total of 11,650,620 Units were issued under
the Private Placement, with each Unit consisting of one common
share and one share purchase warrant (each, a "Warrant"). Each
Warrant will entitle the holder thereof to purchase one common
share of the Company at an exercise price of $0.75 at any time within 60 months from the
closing date, subject to acceleration in certain circumstances in
accordance with the terms of the warrant indenture governing the
Warrants. The Company currently intends to seek listing of the
warrants on the TSX Venture Exchange (the "TSXV") upon the expiry
of the applicable hold period.
The Units, common shares and warrants issued
under the Private Placement are subject to a hold period expiring
on May 1, 2014 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 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 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.
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
expected use of proceeds from the Private Placement and the
Company's future growth plans. 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, 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.
For additional information, please contact:
Brazil Resources Inc.
Patrick Obara, Chief Financial
Officer
Telephone: (855) 630-1001
SOURCE Brazil Resources Inc.