On Thursday, Brazil Resources Inc. (OTCQX: BRIZF) announced that it has took part in share a purchase agreement with NovaCopper Inc. following to which it will acquire Sunward Investments Limited, a subsidiary of NovaCopper that owns all of the Titiribi Gold-Copper Project positioned in Colombia.
Brazil Resources Inc. is a mineral exploration company with a focus on the acquisition and development of projects in emerging producing gold districts in Brazil and other regions of the Americas. Led by chairman and founder Amir Adnani, Brazil Resources is progressing its Cachoeira and São Jorge Gold Projects located in Brazil, its Whistler Gold-Copper Project located in the state of Alaska and its Rea Uranium Project in Canada. Brazil is currently the 2nd largest among emerging markets with a $2.19 trillion economy positioning seventh in the world and has a royalty rate on gold significantly lower than other jurisdictions.
"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,” said Chairman of Brazil Resources, Amir Adnani.
"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,” added CEO of Brazil Resources, Garnet Dawson.
According to its Press Release, the following Agreement, Brazil Resources will obtain 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 million common shares of Brazil Resources and 1 million 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.
Shares of BRI will 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 is located approximately 70KM 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 KM. 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 KM.
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 Bachelor’s degree in Geology from Universidad 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.