Finally the news everyone has been hoping to see.... This is very positive stuff: _____________________________________________ Brazilian Resources Inc - News Release
Brazilian reduces liabilities by $2.24-million (U.S.)
Brazilian Resources Inc YBZ Shares issued 51,582,652 2001-03-30 close $0.15 Wednesday Apr 4 2001 News Release Mr. Daniel Titcomb reports As a result of a favourable lawsuit settlement, Brazilian Resources has extinguished debentures to reduce its current liabilities by $2.24-million (U.S.), and has eliminated a 2-per-cent royalty payment on future production from its 100-per-cent-owned Sabara gold property. The Sabara property is located in Brazil's most prolific mining camp, known as the Quadrilatero Ferrifero (iron quadrangle), which is host to numerous gold deposits in banded iron formations. The concessions cover approximately 6,000 acres abutting Anglogold's Lamego mine, 40 kilometres east of Belo Horizonte, Minas Gerais. The following is a brief history of the events leading to the resolution of Jacobina Mineracao e Comercio Ltda. and William Resources Inc. v. Brazilian Resources (the civil action). William Resources (currently known as William Multi-Tech Inc.) and Brazilian entered into a joint venture agreement in July, 1995, to acquire and explore the Sabara property in Minas Gerais, Brazil. William assigned its interest in the joint venture to its subsidiary, Jacobina Mineracao e Comercio Ltda., and in 1997, Brazilian purchased all of the interest of Jacobina and William in the joint venture to increase its ownership in the Sabara property to 100 per cent. Under the purchase and sale contract with Jacobina, Brazilian issued a series of 8-per-cent debentures totalling $2.75-million (U.S.) with maturity dates from February, 1997, to June, 2001. Three debentures totalling $1-million (U.S.) from this series were paid in full. The remaining two debentures in the series totalling $1.75-million (U.S.) (the debentures) had certain conversion features, and were amended to mature in June, 1999. In addition, Jacobina received a 2-per-cent net smelter royalty (the NSR) payable after the first 50,000 ounces of gold production from zones A and B of the Sabara property. Brazilian retained an option to purchase the NSR for $1-million (U.S.) on or before 90 days after the commencement of commercial production. Subsequent to the June, 1997, closing of the purchase and sale agreement with Jacobina, Brazilian determined that there were certain material errors, omissions or inconsistencies regarding the purchase that entitled Brazilian to refuse to pay the remaining $1.75-million (U.S.) principal or any accrued interest. In December, 1998, William and Jacobina filed the civil action against Brazilian in the United States District Court for the District of New Hampshire, alleging, among other things, that Brazilian was obligated to make payments under the debentures. In January, 1999, Brazilian filed counterclaims against William and Jacobina alleging, among other things, breach of contract, breach of duty of good faith and fair dealing, and breach of fiduciary duty. Brazilian, certain of its officers, and William and Jacobina, and certain of their officers and creditors, have entered into a settlement agreement and release in which the debentures, marked discharged, and all rights under the NSR are to be returned to Brazilian. All parties have agreed to dismiss the civil action and the counterclaims. According to Jeffrey C. Kirchhoff, chief financial officer of Brazilian: "As of Dec. 31, 2000, there was $490,000 (U.S.) of accrued interest on the books related to the $1.75-million (U.S.) debentures, so this settlement reduces our current liabilities by $2.24-million (U.S.). After careful re-evaluation of the Sabara property, Brazilian has been aggressively seeking operators as joint venture partners. We expect the cancellation of the NSR and its $1-million (U.S.) option to make the property more marketable. Furthermore, management spent considerable time during the first quarter of 2001 renegotiating other debt, mostly related to our mining properties. The successful resolution of this matter, eliminating the uncertainty and expense of further litigation, should allow us to conclude with other creditors, and expedite new business development." Brazilian thanks its outside counsel Jamie N. Hage of Nixon Peabody LLP, Manchester, NH, and expert Ivan C. Machado, PE, of Technomine Services, LLC, Salt Lake City, for their patience and advice during the long course of this litigation. |