VANCOUVER, Sept. 25, 2012 /PRNewswire/ - Brazil Resources
Inc. (the "Company" or "Brazil Resources") (TSX-V: BRI) (OTCQX:
BRIZF) is pleased to announce that, further to its news release
dated July 11, 2012, the Company has
completed the acquisition of a 100% interest of the Cachoeira gold
project (the "Cachoeira Project"), located in Pará State,
Brazil, from Luna Gold Corp.
("Luna"). The transaction was completed under the terms of the
previously announced share purchase agreement dated July 10, 2012 between Brazil Resources and Luna
(the "Agreement"), pursuant to which Brazil Resources has acquired
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 Project.
Amir Adnani,
Chairman, stated: "The acquisition of the Cachoeira Project is a
significant milestone in the Company's growth. We are eager
to continue the development of the Cachoeira Project, building upon
the exploration and development work previously completed by Luna
and its predecessors. We continue to assess other potential
opportunities in the prolific Gurupi Gold Belt, with a view towards
adding to the Company's four current projects here."
Steve Swatton,
President and CEO, added: "This acquisition furthers our previously
stated expansion goals. Our geological team is excited to commence
work directly at the project site. Moving forward, Brazil Resources plans to coordinate with the
local community and commence a work program on the property that
will include, among other things, additional drilling at the
Cachoeira Project with the goal of expanding and further defining
the current resources, and completing additional studies and
reports in connection with fulfilling license requirements."
The Transaction
Brazil Resources acquired 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. Brazil Resources paid
$500,000 cash and issued 1,428,000
common shares (the "BRI Shares") to Luna at closing. Pursuant to
the Agreement, the following additional payments are to be made by
the Company to Luna:
(i) |
$300,000 cash and 1,214,000 BRI Shares within 12 months of
closing the transaction; |
(ii) |
$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; |
(iii) |
$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 |
(iv) |
$3,000,000, payable in cash or BRI Shares, at Brazil Resources'
sole discretion, one year after achieving commercial production at
the Cachoeira Project. |
The total consideration under the transaction
amounts to approximately $12.0
million based on a deemed issue price of $1.40 per BRI Share utilized by the parties.
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 are evidenced
by a promissory note issued by the Company to Luna, containing
customary events of default and acceleration provisions, and are
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.
Resource Estimate
Roscoe Postle Associates Inc. prepared a
National Instrument 43-101 ("NI 43-101") technical report on the
Cachoeira Project (the "Technical Report") for Brazil Resources
dated July 19, 2012 and titled
"Technical Report on the Cachoeira Project, Pará State,
Brazil". The Technical Report
provides the following current mineral resource estimate for
Tucano, Arara and Coruja deposits of the Cachoeira Project:
Classification |
|
Location |
|
Tonnes
('000s) |
|
Grade
(g/t Au) |
|
Ounces
('000s) |
Indicated |
|
Tucano |
|
10,077 |
|
1.14 |
|
371 |
|
|
Arara |
|
2,104 |
|
0.92 |
|
62 |
|
|
Coruja |
|
352 |
|
1.16 |
|
13 |
Total Indicated |
|
|
|
12,533 |
|
1.11 |
|
446 |
Inferred |
|
Tucano |
|
5,344 |
|
1.28 |
|
219.1 |
|
|
Arara |
|
38 |
|
0.72 |
|
0.9 |
|
|
Coruja |
|
47 |
|
0.90 |
|
1.3 |
Total Inferred |
|
|
|
5,429 |
|
1.27 |
|
221.3 |
Notes:
- CIM definitions were followed for Mineral Resources.
- Mineral resources are estimated at a pit discard cut-off grade
of 0.32 g/t Au for Tucano and 0.35 g/t for Arara and Coruja.
Preliminary open pit shells were used to constrain the
resources.
- The Tucano database consists of 86 diamond holes (DH), 78
reverse circulation (RC) holes, 6 combined RC/DH holes and 221
auger drill holes in addition to 70 surface channels and 32
underground channels.
- The Arara database consists of 64 diamond drill holes, 101
auger drill holes, and 8 surface channels.
- The Coruja database consists of 33 diamond drill holes, 14 RC
holes, 2 combined RC/DH holes, 166 auger drill holes, and 86
surface channels.
- High assays were capped at 30 g/t Au at Tucano and 10 g/t Au at
Arara and Coruja.
- Tucano, Arara, and Coruja block dimensions: 10 m E x 10 m N x 5
m high.
- Mineral resources are estimated using a gold price of
US$1,238 per ounce.
- Bulk densities used were 2.70 t/m3 to 2.75
t/m3 in rock, 2.17 t/m3 to 2.40
t/m3 in the transition zone, and 1.72 t/m3 to
1.89 t/m3 in saprolite.
- Numbers may not add due to rounding.
- The effective date of the estimate is December 22, 2010.
In addition, the Technical Report states that
good potential exists for continuation of mineralization at depth
and between the three deposits following the major structural
corridor. A complete copy of the Technical Report is
available for review under the Company's profile on SEDAR at
www.sedar.com.
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).
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.
The Company's initial priority is to engage the
local community surrounding the Cachoeira Project to form a project
development plan. The Company's geological team will also conduct a
review of prior work directly on-site, with plans to commence an
in-fill drilling program, initiate follow-up geological work on
geochemical anomalies not drilled or not adequately drilled
previously, and to start an environmental baseline study in the
near-term.
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 newly acquired Cachoeira Project along with its
Montes Áureos, Trinta and Maua Gold Projects located in the Gurupi
Gold Belt in the state of Maranhão in northeastern Brazil, and its Artulândia Copper-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
Patti
Nakai-Lajoie, P.Geo., of Scott Wilson RPA is a Qualified
Person as defined under National Instrument 43-101. Ms.
Nakai-Lajoie was responsible for the preparation of the above
resource estimate on the Cachoeira Project and is independent of
the Company in accordance with NI 43-101.
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
payment of the remainder of the purchase price under the terms of
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 to fulfill its payment
obligations under the Agreement 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
Company to fulfill any of its obligations under the Agreement,
including the payment of the remaining portion of the purchase
price, 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.