BRAZILIAN GOLD CORPORATION. 
By Brazil Resources to Acquire Brazilian Gold Corporation
Release No. 10/13
Vancouver, BC, September 30, 2013
Highlights
- Brazil Resources agrees to acquire BGC for all-share consideration.
- BGC shareholders to receive 0.172 Brazil Resources shares for each BGC share held, representing a premium of approximately 38.9%.
- Directors, officers and significant shareholders of BGC representing, 19.7% of the outstanding BGC shares have agreed to support the transaction.
- Following completion of the transaction, current Brazil Resources shareholders will own approximately 70% of the outstanding Brazil Resources Shares and current BGC shareholders will hold approximately 30% of the outstanding Brazil Resources shares.
- Upon completion, the transaction will significantly expand the project and resource base of Brazil Resources in Pará State, including the addition of BGC's Sao Jorge and Boa Vista projects to its portfolio. At the same time current BGC shareholders have the opportunity to participate in the combined project portfolio of the companies.
Vancouver, British Columbia - September 30, 2013 - Brazil Resources Inc. ("Brazil Resources") (TSX-V: BRI; OTCQX: BRIZF) and Brazilian Gold Corporation ("BGC") (TSX-V: BGC) are pleased to jointly announce that they have entered into an arrangement agreement (the "Arrangement Agreement"), pursuant to which Brazil Resources will acquire all of the outstanding common shares of BGC (the "BGC Shares") by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").
Under the Arrangement, BGC shareholders will receive 0.172 common shares of Brazil Resources for each BGC Share. The share exchange ratio represents a premium on the BGC Shares of approximately 38.9% based on the volume weighted average price of each company's shares for the 30 preceding trading days. Total aggregate consideration under the Arrangement is approximately $13.5 million.
Amir Adnani, Chairman of Brazil Resources stated: "We are very pleased to announce this transaction, which is representative of the accretive opportunities that have arisen as a result of recent market conditions. The addition of BGC's assets will position us with a leading project portfolio and development pipeline in Pará State, which is one of the most active mining jurisdictions in Brazil. Our stated growth strategy is predicated on identifying and executing on value opportunities such as this transaction and our acquisition of the Cachoeira Project last year."
Ian Stalker, Chief Executive Officer of BGC stated: "The verbal opinion received from our independent financial advisor Clarus Securities Inc. confirms the offer is fair to BGC shareholders. We believe the enlarged Brazilian gold exploration and development company, will as a consequence of the merger, have a greater market visibility and penetration, allowing the company to move forward with more certainty on the development of the quality assets in its portfolio. The Board of BGC supports the merger and is committed to the success of the new enlarged company and whilst recognizing the difficult market trading/financing environment for junior gold companies at present believe the quality of the assets will allow value to be unlocked in the future."
Update by Brazil Resources on its Technical Disclosure
Brazil Resources also announces that it is in the process of reviewing and amending its technical report titled "Technical Report and Resource Estimate on the Cachoeira Property, Pará State, Brazil" dated effective April 17, 2013 (the "Technical Report") to respond to items of non-compliance in the Technical Report identified by the British Columbia Securities Commission as a result of a review of Brazil Resources' technical disclosure.
Transaction Details
The Arrangement will be carried out by way of a plan of arrangement and is subject to court approval and the approval of at least 662
