Brazil Resources To Acquire Brazilian Gold Corp

Brazil Resources Inc.(TSXV:BRI, OTCQX:BRIZF) has entered into an acquisition agreement with Brazilian Gold Corporation (TSXV:BGC) by which Brazil Resources will acquire all the outstanding common shares of Brazilian Resources through a plan of arrangement under the Business Corporations Act of British Columbia.

Highlights from the agreement include:

• Brazil Resources agrees to acquire BGC for all-share consideration.
• BGC shareholders to receive 0.172 Brazil Resources shares for each BGC share held, representing a premium of approximately 38.9%.
• Directors, officers and significant shareholders of BGC representing, 19.7% of the outstanding BGC shares have agreed to support the transaction.
• Following completion of the transaction, current Brazil Resources shareholders will own approximately 70% of the outstanding Brazil Resources Shares and current BGC shareholders will hold approximately 30% of the outstanding Brazil Resources shares.
• Upon completion, the transaction will significantly expand the project and resource base of Brazil Resources in Pará State, including the addition of BGC’s Sao Jorge and Boa Vista projects to its portfolio. At the same time current BGC shareholders have the opportunity to participate in the combined project portfolio of the companies.

Amir Adnani, Chairman of Brazil Resources told investors in a statement:

We are very pleased to announce this transaction, which is representative of the accretive opportunities that have arisen as a result of recent market conditions. The addition of BGC’s assets will position us with a leading project portfolio and development pipeline in Pará State, which is one of the most active mining jurisdictions inBrazil. Our stated growth strategy is predicated on identifying and executing on value opportunities such as this transaction and our acquisition of the Cachoeira Project last year.

Currently, Brazil Resources is advancing its Cachoeira, Montes Áureos and Trinta Gold Projects located in the Gurupi Gold Belt in the state of Maranhão, northeastern Brazil, and its Artulandia Copper-Gold Project in central Brazil.

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