Brazilian Gold Corporation
TSX VENTURE : BGC

Brazilian Gold Corporation

April 12, 2011 08:10 ET

Brazilian Gold Announces $20 Million Bought Deal Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 12, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Brazilian Gold Corporation (TSX VENTURE:BGC) ("Brazilian Gold" or the "Company") today announced that it has entered into an agreement with a syndicate of underwriters co-led by Clarus Securities Inc. and Dundee Securities Limited and including Fraser Mackenzie Ltd. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, subject to certain conditions, 14,300,000 common shares of the Company (the "Common Shares") on an underwritten private placement basis (the "Offering") at a price of $1.40 per Common Share (the "Issue Price") for gross proceeds of $20,020,000.

The Underwriters have been granted an option to purchase up to an additional 2,145,000 Common Shares at the offering price for additional gross proceeds of up to $3,003,000 exercisable at any time up until the second business day prior to the closing of the Offering.

The Company will pay the Underwriters a cash commission equal to 6% of the gross proceeds of the Offering, and will issue to the Underwriters compensation options (the "Underwriter's Options") equal to 4% of the total number of Common Shares sold under the Offering. Each Underwriter's Option will entitle the holder to purchase one Common Share at an exercise price of $1.40 per Common Share for a period of 18 months from the closing of the Offering.

The Company intends to use the net proceeds of the Offering to advance the Company's gold projects in Northern Brazil, and for general corporate purposes.

The Offering is scheduled to close on or about April 29, 2011 and is subject to certain customary conditions including, but not limited to, receipt of all required regulatory approvals. The Common Shares will be offered to substituted purchasers in certain provinces of Canada by way of a private placement pursuant to applicable prospectus exemptions, and may be offered to U.S. purchasers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A or Regulation D under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities issued pursuant to the Offering will be subject to a 4 month hold period in Canada from the date of the closing of the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities 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 state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Brazilian Gold Corporation

Brazilian Gold Corporation is a Canadian based public company with a focus on acquisition, exploration and development of mineral properties in northern Brazil including a portfolio of ten grass-roots to development stage gold projects (8 projects in the Tapajós and 2 projects in the nearby Alta Floresta Gold Province). Brazilian Gold also owns a 75% interest in the Rea Uranium Project in northeastern Alberta.

Some statements in this news release contain forward-looking information, including without limitation statements as to planned expenditures and exploration programs. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include without limitation the completion of planned expenditures, the ability to complete exploration programs on schedule and the success of exploration programs.

Neither 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 the accuracy of this news release.

Contact Information

  • Brazilian Gold Corporation
    Ian (John) Stalker
    CEO and Director
    +1 604 602-8188

    Brazilian Gold Corporation
    Joanne Yan
    President and Director
    +1 604 602-8188

    Brazilian Gold Corporation
    Tom Hart
    Investor Relations
    +1 403 701-4278