Brazil Resources Inc. (BRIZF)

[Tommy]

$BRIZF - Brazil Resources Inc. To Raise Up To $5,000,000 By Way Of A Non-Brokered Private Placement

http://www.brazilresources.com/news/index.php?&content_id=78

Vancouver, British Columbia – December 16, 2013 – Brazil Resources Inc. (the "Company" or “Brazil Resources”) (TSX-V: BRI; OTCQX: BRIZF) is pleased to announce that it intends to carry out a non-brokered private placement (the “Private Placement”) of up to 9,090,910 units of the Company (each, a “Unit”) at $0.55 per Unit for aggregate gross proceeds of up to $5,000,000. The subscription price represents a 10% premium over the last closing price of Brazil Resources' common shares.

The Company expects that significant shareholders and other insiders will comprise the majority of the subscribers under the proposed Private Placement.

Each Unit will be comprised of one common share of the Company and one common share purchase warrant (the “Warrants”). Closing of the Private Placement is expected to occur within December and is subject to receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV”) and definitive subscriptions.

Amir Adnani, Chairman, stated: “We are pleased with the strong interest in this Private Placement from insiders and existing shareholders, including the Company’s largest shareholder, as it shows support for our long-term strategy. The proposed Private Placement will enable the Company to further execute its plan to grow through acquisitions and to be a consolidator in these depressed resource markets.”

The Company intends to use the net proceeds from the Private Placement to advance the Company’s São Jorge and Cachoeira projects and to incur expenditures for strategic initiatives, including the acquisition and exploration of additional mining properties, and for working capital and general corporate purposes.

The Company may pay a finder’s fee to one or more arm’s length parties on a portion of the Private Placement in accordance with the policies of the TSXV. All Units, common shares and Warrants issued under the Private Placement will be subject to a four-month hold period from the closing date, in accordance with the rules and policies of the TSXV and applicable Canadian securities laws and such other restriction as may apply under foreign securities laws. Each Warrant will entitle the holder thereof to acquire one common share at an exercise price of $0.75 up to 5 years after the closing of the Private Placement, subject to the terms thereof.

The Units, common shares and Warrants 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 Units, common shares or Warrants, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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, Brazil.