Brazil Resources Inc. Completes Acquisition of the Cachoeira Project from Luna Gold Corp. and Reports NI 43-101 Resource Estimate

Brazil Resources Inc. Completes Acquisition of the Cachoeira Project from Luna Gold Corp. and Reports NI 43-101 Resource Estimate

PR Newswire

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 Bel m 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.

Be the first to comment

Leave a Reply