/This press release is not to be distributed to U.S. newswire
services or to be disseminated in the United States. Any
failure to comply with this restriction may constitute a violation
of U.S. securities laws./
VANCOUVER, Feb. 29, 2016 /CNW/ - Brazil Resources Inc. (the
"Company" or "Brazil Resources") (TSX-V: BRI; OTCQX: BRIZF) is
pleased to announce that, further to its news releases dated
February 11 and 16, 2016, it has
further increased the size of its previously announced private
placement from aggregate gross proceeds of $2 million to $3.7
million, or 8,222,222 common shares at a subscription price
of $0.45 per share (the "Private
Placement").
The Company is also pleased to announce that it has completed
the initial tranche of the Private Placement and has issued
7,540,050 common shares at a price of $0.45 per share for aggregate gross proceeds of
approximately $3.4 million (the
"Initial Tranche").
Amir Adnani, Chairman, stated:
"We are very pleased with the strong interest from our existing and
new shareholders, including the Company's insiders. This
financing positions us well to further execute on our business
strategy of expanding our gold resources at a significant discount
to their replacement value."
In connection with the Initial Tranche, the Company paid cash
commission equal to 6% on a portion of the gross proceeds raised
thereunder to certain arm's length parties in the aggregate amount
of $40,500 in accordance with the
policies of the TSX Venture Exchange (the "TSXV"). The common
shares issued under the Private Placement, will be subject to a
hold period expiring four months plus one day from closing in
accordance with the rules and policies of the TSXV and applicable
Canadian securities laws and such other restrictions as may apply
under foreign securities laws.
The Company intends to use the net proceeds from the Private
Placement to advance its corporate strategy, including expenses
associated with its existing property portfolio and the
acquisition of additional projects, and
for general working capital purposes.
The Common Shares have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), or any U.S. state securities laws and may
not be offered or sold in the United
States absent registration or an available exemption from
the registration requirement of the U.S. Securities Act and
applicable U.S. state securities laws. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the Common Shares, in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. Closing of the balance of the Private Placement is
subject to receipt of all necessary approvals, including the
approval of the TSXV.
About Brazil Resources Inc.
Brazil Resources Inc. is a public mineral exploration company
with a focus on the acquisition, exploration and development of
projects in Brazil, United States, Canada and other regions of the Americas.
Brazil Resources is advancing its Whistler Gold-Copper Project,
located in Alaska, United States, its Cachoeira and São Jorge
Gold Projects, located in the State of Pará, northeastern
Brazil, and its Rea Uranium
Project, located in the western Athabasca Basin in northeast Alberta, Canada.
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 regarding the timing, completion, size and
regulatory approval of the final tranche of the Private Placement
and the Company's long-term growth strategy. 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 that:
the Company will finalize definitive agreements with subscribers,
the current price of and demand for minerals being targeted by the
Company will be sustained or will improve; the Company´s current
exploration programs and objectives can be achieved; the Company
will be able to obtain required exploration licences and other
permits; general business and economic conditions will not change
in a material adverse manner; financing will be available if and
when needed on reasonable terms; the Company will not experience
any material accident; receipt of all regulatory approvals,
including of the TSXV, for the final tranche of the Private
Placement; and the Company will be able to identify and acquire
additional mineral interests on reasonable terms or at all.
Forward-looking statements are not guarantees of future performance
and involve risks, uncertainties and assumptions which are
difficult to predict. Investors are cautioned that all
forward-looking statements involve risks and uncertainties,
including: that the Company will not be able to finalize definitive
agreements with subscribers; that the Company has a limited
operating history; that resource exploration and development is a
speculative business; that the Company may lose or abandon its
property interests or may fail to receive necessary licences and
permits; that the Company's properties are in the exploration stage
and are without known bodies of commercial ore; that the Company
may not be able to obtain all necessary permits and approvals on
any of its properties; that environmental laws and regulations may
become more onerous; that the Company may not be able to raise
additional funds when necessary; potential defects in title to the
Company's properties; fluctuations in currency exchange rates;
fluctuating prices of commodities; 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. 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.
SOURCE Brazil Resources Inc.