DGAP-News: Brazil Resources Inc. Completes Acquisition of the Cachoeira Project from Luna Gold Corp. and Reports NI 43-101 Resource Estimate
(firmenpresse) - DGAP-News: Brazil Resources Inc. / Key word(s): Agreement
Brazil Resources Inc. Completes Acquisition of the Cachoeira Project
from Luna Gold Corp. and Reports NI 43-101 Resource Estimate
25.09.2012 / 14:03
---------------------------------------------------------------------
Vancouver, British Columbia - Brazil Resources Inc. (the 'Company' or
'Brazil Resources') (TSX-V: BRI; Frankfurt: BSR; 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 ParáState, 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, ParáState, Brazil'. The Technical Report provides
the following current mineral resource estimate for Tucano, Arara and
Coruja deposits of the Cachoeira Project:
Classification Location Tonnes Grade Ounces
('000s) (g/t Au) ('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 ParáState capital of Belém 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
MontesÁureos, 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.
For further information, please contact:
Patrick Obara
Telephone: +1 855) 630-1001
info(at)brazilresources.com
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.
End of Corporate News
---------------------------------------------------------------------
25.09.2012 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------
186375 25.09.2012
Themen in dieser Pressemitteilung:
brazil-resources-inc-completes-acquisition-of-the-cachoeira-project-from-luna-gold-corp-and-reports-ni-43
101-resource-estimate
Unternehmensinformation / Kurzprofil:
Datum: 25.09.2012 - 14:03 Uhr
Sprache: Deutsch
News-ID 186432
Anzahl Zeichen: 3621
contact information:
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 225 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"DGAP-News: Brazil Resources Inc. Completes Acquisition of the Cachoeira Project from Luna Gold Corp. and Reports NI 43-101 Resource Estimate"
steht unter der journalistisch-redaktionellen Verantwortung von
Brazil Resources Inc. (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
