/THIS PRESS RELEASE IS NOT TO BE DISTRIBUTED TO U.S. NEWSWIRE
SERVICES OR TO BE DISSEMINATED IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION
MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
VANCOUVER, Nov. 8, 2016 /CNW/ - Brazil Resources Inc.
(the "Company" or "Brazil Resources") (TSX-V: BRI;
OTCQX: BRIZF) is pleased to announce that, further to its press
releases dated October 28 and
October 31, 2016, it has further
increased the size of its previously announced private placement
(the "Private Placement") from aggregate gross proceeds of
$6.0 million to $9.0 million, or
3,600,000 units (the "Units") at a price of $2.50 per Unit, as a result of strong interest
received from existing and new investors.
The Company is also pleased to announce that it has completed
the initial tranche of the Private Placement and has issued
2,580,732 Units for gross proceeds of $6,451,830 (the "Initial Tranche").
As previously disclosed, each Unit consists of one common share
of the Company and one half of a common share purchase warrant,
each such warrant entitling the holder thereof to acquire one
common share of the Company at an exercise price of $3.50 up to three years after the issuance
thereof.
The Company intends to use proceeds from the Private Placement
to bolster its ongoing acquisition strategy and for general working
capital needs.
Closing of the balance of the Private Placement is subject to
receipt of all necessary approvals, including approval of the TSX
Venture Exchange (the "TSXV") and receipt of definitive
subscriptions. The securities issued under the Private Placement
will be subject to a four month hold period from the date of
issuance, in the case of the Initial Tranche, expiring March 9, 2017, in addition to any other
restrictions under applicable law.
The Company also wishes to correct its press release dated
October 31, 2016, which incorrectly
stated that the term of the warrants is two years. The correct term
is three years from the date of closing of the Private Placement,
as previously disclosed in the Company's press release dated
October 28, 2016 and as disclosed
herein.
The Units, common shares and warrants, including common shares
issuable upon valid exercise of the 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 Inc. is a public mineral exploration company
with a focus on the acquisition, exploration and development of
projects in Brazil, United States, Canada and other regions of the Americas.
Brazil Resources is advancing its Titiribi Gold Copper
Project, located in Colombia,
Whistler Gold-Copper Project, located in Alaska, United
States, Cachoeira and São Jorge Gold Projects, located in
the State of Pará, northeastern Brazil and Rea Uranium Project, located in the
western Athabasca Basin in
northeast Alberta, Canada.
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 Company's long-term growth
strategy and expectations regarding completion of the balance 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 Company will
receive subscriptions from subscribers and any required regulatory
approvals in order to complete the Private Placement; 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; the Company will be able to identify and acquire
additional mineral interests on reasonable terms or at all; and the
Company will be able to carry out its acquisition strategy.
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 will not receive subscriptions from
subscribers or all required regulatory approvals in order to
complete the Private Placement; 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 licenses 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; that the Company will not
be able to carry out its acquisition strategy; 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.
SOURCE Brazil Resources Inc.
