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Last updated on April 17, 2014 at 21:23 EDT

Brazil Resources Completes Acquisition of Brazilian Gold Corporation

November 22, 2013

Highlights

        --  Brazil Resources has acquired 100% of the outstanding Brazilian
            Gold Corporation (BGC) shares, for consideration consisting of
            0.172 Brazil Resources shares for each BGC share;
        --  Total consideration under the transaction was approximately
            $13.5 million; and
        --  The acquisition significantly expands Brazil Resources'
            footprint in Brazil, including the addition of BGC's flagship
            São Jorge Project.

VANCOUVER, Nov. 22, 2013 /PRNewswire/ – Brazil Resources Inc. (“Brazil
Resources” or the “Company”) (TSX-V: BRI; OTCQX: BRIZF) is pleased to
announce the completion of its acquisition of Brazilian Gold
Corporation (“BGC”) (TSX-V: BGC) pursuant to the previously announced
plan of arrangement between the parties (the “Arrangement”). The
Arrangement was approved by shareholders of BGC on November 20, 2013
and the Supreme Court of British Columbia on November 21, 2013. Under
the Arrangement, the Company acquired all of the 103,608,796 issued and
outstanding common shares of BGC (the “BGC Shares”) for consideration
consisting of 0.172 common shares of Brazil Resources (the “BRI
Shares”) per BGC Share. Total consideration under the transaction was
approximately $13.5 million.

Amir Adnani, Chairman of Brazil Resources, stated: “The directors and
management of Brazil Resources are very pleased to announce the
completion of this transaction. The acquisition of BGC has expanded our
project base in the region and represents a significant milestone in
our strategy to build shareholder value through targeted accretive
acquisitions. On behalf of the Company, we welcome BGC’s shareholders
and look forward to progressing the combined companies’ projects.”

As previously disclosed, BGC’s directors and senior officers have
entered into lock-up agreements with Brazil Resources respecting BRI
Shares received in exchange for their BGC Shares under the Arrangement.

Brazil Resources has significantly expanded its project base in Brazil
as a result of acquiring BGC and its projects, which include, among
others, the following projects.

São Jorge Project

The São Jorge Gold Project, located 82km north from the city of Novo
Progresso and 30km south of Morais de Almeida, is accessible by the
mostly paved highway BR 163, which also provides access to the newly
developed Santarem port in Pará State. In addition, electricity is
available on site and the Jamanxim River, located 9km west of São
Jorge, will supply sufficient water to the project.

BGC completed a National Instrument 43-101 (“NI 43-101″) resource
estimate for the São Jorge Gold Project in December 2012. The resource
estimate was authored by Coffey Mining Pty Ltd. (“Coffey”) and provided
the following estimates for the project (oxide and primary
mineralization) at various cut-off grades (the oxide resource comprises
a small part (9%) of this overall resource):

     __________________________________________________________________
    |                              São Jorge Gold Project              |
    |                        Mineral Resource Estimates Summary        |
    |__________________________________________________________________|
    |         |Lower Cutoff|Million Tonnes|Average Grade|Contained Gold|
    |         |   Grade    |              |             |    (Kozs)    |
    |         |____________|              |_____________|              |
    |         |   (g/t Au) |              |   (g/t Au)  |              |
    |         |            |              |             |              |
    |_________|____________|______________|_____________|______________|
    |Indicated|      0.3   |      14.42   |      1.54   |        715   |
    | Mineral |____________|______________|_____________|______________|
    |Resource |      0.4   |      12.15   |      1.77   |        690   |
    |         |____________|______________|_____________|______________|
    |         |      0.5   |      10.49   |      1.97   |        666   |
    |_________|____________|______________|_____________|______________|
    |Inferred |      0.3   |      28.19   |      1.14   |      1,035   |
    | Mineral |____________|______________|_____________|______________|
    |Resource |      0.4   |      22.43   |      1.35   |        971   |
    |         |____________|______________|_____________|______________|
    |         |      0.5   |      18.78   |      1.52   |        918   |
    |_________|____________|______________|_____________|______________|

Coffey classified the resource estimate as an indicated or inferred
mineral resource based upon the confidence of the input data,
geological interpretation and grade estimation. Indicated and Inferred
Mineral Resources are reported at a cut-off grade of 0.3 g/t Au, which
was estimated by Coffey based upon economic estimates, process
recovery, government taxes, other expenses and a gold price of
US$1,300/oz. The São Jorge resource estimate was based on 37,154 m (145
holes) of diamond drilling completed by previous operators, including
14,708 m (37 holes) of diamond drilling completed by BGC since late
2010. Gold assays (19,590) were composited at 1 m lengths and
interpolated into the block model using multiple indicator kriging. A
three dimensional solid model of the primary and oxide mineralization
was constructed to constrain the resource estimate. The block model was
comprised of individual blocks measuring 5 m by 5 m by 5 m and grade
was interpolated into these blocks using multiple indicator kriging.

For further information respecting the above resource estimate for the
São Jorge Gold Project, please refer to the technical report by Curtis
Clarke, Dan Peldiak, Reinis Sipols, Porfirio Rodriguez and Hebert
Oliveira with an effective date of January 31, 2013 and titled “São
Jorge Gold Project – Preliminary Economic Assessment” (the “São Jorge
Report”), a copy of which is filed under BGC’s profile on SEDAR at www.sedar.com. To the best of Company’s knowledge, information and belief there is no
new material scientific or technical information that would make the
above disclosure of mineral resources for the São Jorge Gold Project
inaccurate or misleading. Readers are cautioned that the Company is in
the process of reviewing the preliminary economic assessment contained
in the São Jorge Report, and such assessment should not be relied upon
at this stage as it may no longer be current.

As a result of the Arrangement, Brazil Resources is the indirect holder
of eleven gold exploration concessions and applications in the São
Jorge area for a total landholding of 58,500 ha. Two of these
concessions are under appeal, awaiting decisions by the Departamento
Nacional de Producão Mineral (“DNPM”), however these areas are covered
by newer concessions, which have first priority with the DNPM.

In addition to government royalties, the São Jorge Gold Project is
subject to: (i) a 1.0% net smelter royalty (“NSR”) on production
payable to a prior owner on 10 concessions; (ii) a royalty of 1.0% of
proven mineral reserves on concession 850.275 as demonstrated by a
feasibility study, which royalty can be repurchased for US$2.5 million;
and (iii) a 2.0% NSR on concession 850.627, 75% of which can be
repurchased for US$500,000. The agreement for the purchase of the São
Jorge Gold Project provides for land access to the area for a monthly
fee of BRL$10,000. The surface rights may be purchased from the owner
for US$750,000.

Surubim Group

The Surubim Group includes the Patoa, Tucunare, Colonia and Jau targets.
The Surubim Group includes eleven concessions, applications and bids
that cover an area of approximately 63,701 ha. The Jau target is
located in the eastern part of the group and is underlain by granitic
and felsic volcanic rocks. On June 5, 2012, BGC announced an
independent NI 43-101 resource estimate on the Jau deposit with an
inferred mineral resource of 19.44 Mt grading 0.81 g/t gold (503,000
ounces gold) at a cut-off grade of 0.3 g/t gold.

The foregoing resource estimate was completed by BGC, is historical in
nature and is not being treated as a current resource estimate by
Brazil Resources as a qualified person has not done sufficient work on
behalf of the Company to classify the historical estimate as a current
mineral resource. While the historical resource estimate should not be
relied upon, the Company believes the historical estimate provides an
indication of the potential of the property and is relevant to ongoing
exploration. However, additional evaluation and other work, including a
detailed review of the assumptions and models used in the estimate and
underlying exploration work, needs to be completed by Brazil Resources
in order to treat the resource estimate as current.

The historical estimate for the Jau target was based on a total of 20
drill holes containing 2,978 gold assays. Gold assay were composited at
2.5 m lengths and interpolated into the block model using ordinary
kriging. A three dimensional solid model of the mineralization was
constructed to constrain the resource estimate. The block model is
comprised of individual blocks measuring 20 m by 20 m by 5 m with the
long dimensions of the block orientated east-west and north-south. No
economic studies have been completed on this property and, as a result,
the economic cut-off is unknown. A gold cut-off of 0.3 g/t was
highlighted in the estimate as a possible open pit cut-off.

The above historical resource estimate for the Jau target is based on a
technical report completed for BGC by Jim Cuttle, P.Geo. and Gary
Giroux, P. Eng. titled “NI 43-101 Technical Report on the Rio Novo Gold
Project and Resource Estimate on the Jau Prospect” with an effective
date of April 15, 2012.

Boa Vista Gold Project

The Boa Vista Project has extensive historic alluvial and lateritic
workings that were largely unexplored until 2010 when BGC and their
joint venture partners started systematic exploration programs across
the property. The exploration programs quickly outlined a number of
prospective targets (Jair, Ze do Leicha, Almir, Planalto and Pistinha)
and the discovery of the VG1 deposit.

On August 9, 2012, BGC announced an independent NI 43-101 inferred
resource of 8.47 Mt grading 1.23 g/t gold (336,000 ounces) at a 0.5 g/t
cut-off for the VG1 deposit.

The foregoing resource estimate was completed by BGC, is historical in
nature and is not being treated as a current resource estimate by
Brazil Resources as a qualified person has not done sufficient work on
behalf of Brazil Resources to classify the historical estimate as a
current mineral resource. While the historical resource estimate should
not be relied upon, the Company believes the historical estimate
provides an indication of the potential of the property and is relevant
to ongoing exploration. However, additional evaluation and other work,
including a detailed review of the assumptions and models used in the
estimate and underlying exploration work, needs to be completed by
Brazil Resources in order to treat the resource estimate as current.

The VG1 deposit had been tested by 15 diamond drill holes (3,007 m) and
14 trenches (2,299 m) containing 3,399 assays. The drill holes
intersected a west-northwest striking, steeply dipping mineralized zone
that is up to 85 m in thickness and extends at least 150 m below
surface based on existing drilling. The mineralized zone consists of
quartz-pyrite stockwork and silicified zone(s) that are hosted within a
foliated, mixed mafic volcanic and intrusive unit at or adjacent to
granite rocks. Gold assays were composited at 5 m lengths and
interpolated into the block model using ordinary kriging. A three
dimensional solid model of the primary and oxide mineralization was
constructed to constrain the resource estimate. 12 of the 15 diamond
drill holes and 6 of the 14 trenches penetrated these solids over a
strike length of 500 m and were used in the resource estimate. The
block model is comprised of individual blocks measuring 20 m by 20 m by
5 m with the long dimensions of the block orientated east-west and down
dip.

The above historical resource estimate for the VG1 deposit is based on a
technical report completed for BGC by Jim Cuttle, P.Geo., Giroux
Consultants Ltd. and Michael Schmulian, FAusIMM with an effective date
of July 8, 2012 and titled “Boa Vista Gold Project and Resource
Estimate on the VG1 Prospect”.

As a result of completing the Arrangement, Brazil Resources indirectly
owns an 84.05% interest in Boa Vista Gold Inc., which indirectly holds
a 100% interest in the Boa Vista Project, subject to a 1.5% Net Smelter
Return Royalty. In connection with the Arrangement and pursuant to an
amendment agreement dated November 8, 2013, Brazil Resources has agreed
to issue 193,500 BRI Shares in the place of 1,125,000 BGC shares that
were issuable to D’Gold Mineral Ltda. by BGC. Of these BRI Shares,
64,500 will be issued today.

A report requesting a second three-year term be applied to mineral
concession 850.643 was submitted to the DNPM in May 2011. Concession
850.643 covers the Almir and Pistinha targets of the Boa Vista Project,
as well as a number of alluvial workings. The DNPM provided
notification on August 14, 2013 that it had denied the second three
year term citing that insufficient work had been completed on the
concession. An appeal was submitted to the DNPM by BGC’s legal counsel
on August 26, 2013.

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.

Sangra Moller LLP acted as legal counsel for Brazil Resources and
Gowling Lafleur Henderson LLP acted as legal counsel for BGC 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 Brazil Resources Inc.

Brazil Resources is a public mineral exploration company with a focus on
the acquisition and development of projects in emerging producing gold
districts in Brazil, Paraguay and other parts of South America.
Currently, Brazil Resources is advancing its Cachoeira and São Jorge
Gold Projects located in the State of Pará, northeastern Brazil.

Technical Information

Paulo Pereira, Brazil Resources’ Vice President of Exploration has
supervised the preparation of the technical information contained in
this news release, reviewed the São Jorge Report on behalf of Brazil
Resources. 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.

Cautionary Note

Investors are cautioned not to assume that any part or all of mineral
deposits in the “indicated” and “Inferred” categories will ever be
converted into mineral reserves with demonstrated economic viability or
that inferred mineral resources will be converted to the measured
and/or indicated categories through further drilling. In addition, the
estimation of inferred resources involves far greater uncertainty as to
their existence and economic viability than the estimation of other
categories of resources.

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 statements regarding
future exploration plans and resource estimates. 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. 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 uncertainties respecting
historical resource estimates, 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, commodity price fluctuations,
regulatory restrictions, including environmental regulatory
restrictions, or any failure to integrate acquired companies and
projects into the Company’s existing business as planned. 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 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.


Brazil Resources Inc.
Stephen Swatton, Chief Executive Officer
Patrick Obara, Chief Financial Officer
Telephone: (855) 630-1001

SOURCE Brazil Resources Inc.


Source: PR Newswire