Brazil Resources Completes Acquisition of Brazilian Gold
November 22 2013 - 1:17PM
Business Wire
Brazilian Gold Corporation ("BGC") (TSX-V: BGC) is pleased to
announce the closing of the previously announced arrangement (the
"Arrangement") between Brazil Resources Inc. ("Brazil Resources")
(TSX-V: BRI; OTCQX: BRIZF) and BGC. The Arrangement was completed
pursuant to a plan of arrangement under the Business Corporations
Act (British Columbia), which was approved by shareholders of BGC
on November 20, 2013 and the Supreme Court of British Columbia on
November 21, 2013. Pursuant to the Arrangement, Brazil Resources
has acquired all of the 103,608,796 issued and outstanding common
shares of BGC (the "BGC Shares") and former shareholders of BGC
will receive 0.172 of a common share of Brazil Resources (each
whole share, a "BRI Share") for each BGC Share, for an aggregate of
up to 17,820,712 BRI Shares.
With the completion of the Arrangement, the BGC Shares have been
halted from trading on the TSX Venture Exchange and are expected to
be delisted shortly.
Additional Information for BGC Shareholders
Former shareholders of BGC who held their shares through a
broker, investment dealer, bank, trust company or other nominee or
intermediary, should follow the instructions provided by such
nominee or intermediary. Former shareholders of BGC who were
registered shareholders must complete and sign the letter of
transmittal and deliver it and the other documents required by it
to Computershare Investor Services Inc., as depositary, in order to
receive their BRI Shares. A letter of transmittal was mailed to
registered shareholders in mid-October, 2013. Details of the
required process are set forth in BGC's management information
circular dated October 22, 2013, a copy of which is available under
BGC's profile on SEDAR at www.sedar.com.
Gowling Lafleur Henderson LLP acted as legal counsel for BGC and
Sangra Moller LLP acted as legal counsel for Brazil Resources in
connection with the Arrangement. Clarus Securities Inc. acted as
financial advisor to the board of directors of BGC and its
independent special committee.
About Brazilian Gold Corporation
BGC is a Canadian-based company with a focus on the acquisition,
exploration and development of gold properties located in northern
Brazil. BGC has title to one of the largest mineral exploration
land packages (3,753 km2) in the Tapajós and adjacent Alta Floresta
gold provinces. The land package contains green fields to more
advance stage projects including BGC's flagship São Jorge project.
Rapid improvements to regional infrastructure continue to provide
underlying support to Brazilian Gold's activities in northern
Brazil.
For additional information, please contact:
Brazilian Gold CorporationPatrick Obara, DirectorTelephone:
(855) 630-1001
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.
Brazilian Gold CorporationPatrick Obara, (855)
630-1001Director
Brazilian Gold Corporation (TSXV:BGC)
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