Brazil Resources (BRI-V) Aug 18, '16 is pleased to announce that it has entered into a share purchase agreement with NovaCopper (NCQ-T), pursuant to which it will acquire Sunward Investments Limited ("Sunward"), a subsidiary of NovaCopper which owns 100% of the Titiribi Gold-Copper Project located in Colombia.
Amir Adnani, Chairman of Brazil Resources, commented: "We are very pleased to have come to an agreement with NovaCopper to acquire such a large-scale gold project in the Americas, which further expands our growing asset base. With the acquisition of Titiribi, we take a major step towards realizing our vision of consolidating quality gold assets and maximizing gold leverage for our shareholders. We look forward to welcoming NovaCopper as a new shareholder of Brazil Resources."
Garnet Dawson, CEO of Brazil Resources, further added: "The Project was the focus of extensive exploration, metallurgical, environmental and engineering programs from 2010 to 2013. Post- closing, our geologists will work to review the extensive drilling database at Titiribi to outline target areas for follow-up exploration and we plan to commission an independent resource estimate for the Project."
The Agreement
Pursuant to the Agreement, Brazil Resources will acquire all of the shares of Sunward, the wholly-owned subsidiary of NovaCopper holding a 100% interest in the Project.
Total consideration payable by Brazil Resources to NovaCopper under the Agreement is 5,000,000 common shares of Brazil Resources (the "BRI Shares") and 1,000,000 share purchase warrants, with each warrant exercisable into a BRI Share at an exercise price of $3.50 per share for a period of two years, subject to acceleration by Brazil Resources in certain circumstances.
The BRI Shares to be issued under the transaction are subject to certain resale restrictions pursuant to the terms of the Agreement.
The Agreement is subject to customary closing conditions, including requisite approval of the TSX Venture Exchange. The parties expect closing to occur on or about September 1, 2016.
The Project
The Project is located approximately 70 kilometres southwest of the city of Medellin in the department of Antioquia in central Colombia and is comprised of one concession that covers an area of approximately 39.19 square kilometres. Antioquia has seen several gold projects in development or production over the last 10 years including Red Eagle's San Ramon, B2 Gold's Gramalote, Continental Gold's Buritica, and Gran Colombia's Marmato projects. This has largely coincided with the government encouraging foreign development in a region that has not seen, until recently, the implementation of modern exploration programs. The Project is road accessible by paved highway from Medellin with high power electrical lines passing within 3 kilometres.
The Project consists of several near surface bulk tonnage gold-copper porphyry and associated epithermal gold systems. A total of nine mineralized areas have been identified to date, including the main Cerro Vetas, Chisperos and NW Breccia zones. Other peripheral targets include: Junta, Porvenir, Candela, Maria Jo, Rosa, and Margarita. A total of 270 diamond drill holes, totaling 144,779 metres, have been drilled at the Project.
Paulo Pereira, President of Brazil Resources has reviewed and approved the technical information contained in this news release. Mr. Pereira holds a Bachelors 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.
Haywood Securities Inc. has advised the parties in connection with the transaction. Sangra Moller LLP is acting as legal counsel to Brazil Resources and Blake, Cassels & Graydon LLP is acting as legal counsel for NovaCopper in connection with the transaction.
About Brazil Resources Inc.
Brazil Resources Inc. is a public mineral exploration company focused on the acquisition and development of gold projects in Brazil and other regions of the Americas. Brazil Resources is advancing its Cachoeira and São Jorge Gold Projects located in the State of Pará, northeastern Brazil, its Whistler Gold-Copper Project located in the state of Alaska, United States of America, and its Rea Uranium Project in the western Athabasca Basin in northeast Alberta, Canada.
SOURCE Brazil Resources Inc.
Brazil Resources Inc.,
Amir Adnani, Chairman, Garnet Dawson, CEO,
Telephone: (855) 630-1001,
Email: info@brazilresources.com |
