Highlights:
- Brazil Resources to acquire a 100% interest in the Titiribi
Gold-Copper Project in central Colombia;
- The Project hosts several styles of mineralization including
gold-copper porphyry and associated epithermal gold mineralization
in nine zones identified to date;
- Approximately 144,779 metres of diamond drilling in 270 holes
have been completed historically on the Project;
- Nearby gold projects in development or in production include
Red Eagle's San Ramon, B2 Gold's
Gramalote, Continental Gold's Buritica, and Gran Colombia's Marmato
projects;
- Total consideration of 5,000,000 common shares and 1,000,000
share purchase warrants of Brazil Resources with the common shares
being issued at closing representing less than 4.6 % dilution to
shareholders of Brazil Resources; and
- The transaction represents a significant milestone in
Brazil Resourcesꞌ strategy of
targeted acquisitions.
VANCOUVER, Aug. 18, 2016 /CNW/ - Brazil Resources Inc.
("Brazil Resources") (TSX-V: BRI; OTCQX: BRIZF) is pleased to
announce that it has entered into a share purchase agreement (the
"Agreement") with NovaCopper Inc. ("NovaCopper"), pursuant to which
it will acquire Sunward Investments Limited ("Sunward"), a
subsidiary of NovaCopper which owns 100% of the Titiribi
Gold-Copper Project (the "Project") located in Colombia.
Amir Adnani, Chairman of Brazil
Resources, commented: "We are very pleased to have come to an
agreement with NovaCopper to acquire such a large-scale gold
project in the Americas, which further expands our growing asset
base. With the acquisition of Titiribi, we take a major step
towards realizing our vision of consolidating quality gold assets
and maximizing gold leverage for our shareholders. We look forward
to welcoming NovaCopper as a new shareholder of Brazil
Resources."
Garnet Dawson, CEO of Brazil
Resources, further added: "The Project was the focus of extensive
exploration, metallurgical, environmental and engineering programs
from 2010 to 2013. Post- closing, our geologists will work to
review the extensive drilling database at Titiribi to outline
target areas for follow-up exploration and we plan to commission an
independent resource estimate for the Project."
The Agreement
Pursuant to the Agreement, Brazil Resources will acquire all of
the shares of Sunward, the wholly-owned subsidiary of NovaCopper
holding a 100% interest in the Project.
Total consideration payable by Brazil Resources to NovaCopper
under the Agreement is 5,000,000 common shares of Brazil Resources
(the "BRI Shares") and 1,000,000 share purchase warrants, with each
warrant exercisable into a BRI Share at an exercise price of
$3.50 per share for a period of two
years, subject to acceleration by Brazil Resources in certain
circumstances.
The BRI Shares to be issued under the transaction are subject to
certain resale restrictions pursuant to the terms of the
Agreement.
The Agreement is subject to customary closing conditions,
including requisite approval of the TSX Venture Exchange. The
parties expect closing to occur on or about September 1, 2016.
The Project
The Project is located approximately 70 kilometres southwest of
the city of Medellin in the
department of Antioquia in central Colombia and is comprised of one concession
that covers an area of approximately 39.19 square kilometres.
Antioquia has seen several gold projects in development or
production over the last 10 years including Red Eagle's San Ramon, B2 Gold's Gramalote,
Continental Gold's Buritica, and Gran Colombia's Marmato projects.
This has largely coincided with the government encouraging foreign
development in a region that has not seen, until recently, the
implementation of modern exploration programs. The Project is road
accessible by paved highway from Medellin with high power electrical lines
passing within 3 kilometres.
The Project consists of several near surface bulk tonnage
gold-copper porphyry and associated epithermal gold systems. A
total of nine mineralized areas have been identified to date,
including the main Cerro Vetas,
Chisperos and NW Breccia zones. Other peripheral targets include:
Junta, Porvenir, Candela, Maria Jo,
Rosa, and Margarita. A total of 270 diamond drill holes, totaling
144,779 metres, have been drilled at the Project.
Paulo Pereira, President of
Brazil Resources has reviewed and approved the technical
information contained in this news release. Mr. Pereira holds a
Bachelors 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.
Haywood Securities Inc. has advised the parties in connection
with the transaction. Sangra Moller LLP is acting as legal counsel
to Brazil Resources and Blake, Cassels & Graydon LLP is acting
as legal counsel for NovaCopper in connection with the
transaction.
About Brazil Resources Inc.
Brazil Resources Inc. is a public mineral exploration company
focused on the acquisition and development of gold projects in
Brazil and other regions of the
Americas. Brazil Resources is advancing its Cachoeira and São Jorge
Gold Projects located in the State of Pará, northeastern
Brazil, its Whistler Gold-Copper
Project located in the state of Alaska, United
States of America, and its Rea Uranium Project in the
western Athabasca Basin in
northeast Alberta, Canada.
Forward Looking Statements
This document contains certain forward-looking statements
that reflect the current views and/or expectations of Brazil
Resources with respect to its business and future events, including
expectations respecting the Project, the closing of the Transaction
and any future exploration programs and other work on the Project.
Forward-looking statements are based on the then-current
expectations, beliefs, assumptions, estimates and forecasts about
the business and the markets in which Brazil Resources operates,
including that the parties will satisfy or waive all conditions
required to complete the transactions under the Agreement,
including receipt of all required regulatory approvals, that Brazil
Resources will confirm historical exploration results. Investors
are cautioned that all forward-looking statements involve risks and
uncertainties, including: the inherent risks involved in the
exploration and development of mineral properties, the
uncertainties involved in interpreting drill results and other
exploration data, the potential for delays in exploration or
development activities, the geology, grade and continuity of
mineral deposits, the possibility that future exploration,
development or mining results will not be consistent with Brazil
Resources' expectations, accidents, equipment breakdowns, title and
permitting matters, labour disputes or other unanticipated
difficulties with or interruptions in operations, fluctuating metal
prices, unanticipated costs and expenses, uncertainties relating to
the availability and costs of financing needed in the future,
including to fund any exploration programs on the Project, that the
parties may not receive all required approvals or satisfy all
conditions required under the Agreement and that Brazil Resources
may not be able to confirm historical exploration results or
complete a current resource estimate for the Project. These risks,
as well as others, including those set forth in Brazil Resources' filings with Canadian
securities regulators, could cause actual results and events to
vary significantly. Accordingly, readers should not place undue
reliance on forward-looking statements and information. 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. Brazil Resources 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, the Toronto Stock Exchange
nor their Regulation Services Providers (as that term is defined in
the policies of the TSX Venture Exchange and the Toronto Stock
Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
SOURCE Brazil Resources Inc.