Brazauro Announces a Private Placement to Raise up to $5.525 Million

* Reuters is not responsible for the content in this press release.

Mon Oct 5, 2009 12:32pm EDT

http://www.businesswire.com/news/home/20091005006209/en

HOUSTON--(Business Wire)--
BRAZAURO RESOURCES CORPORATION ("Brazauro" or the "Company") (TSXV:BZO) is
pleased to announce that it has engaged a syndicate of agents led by M Partners
Inc and Industrial Alliance Securities Inc. (the "Agents") to proceed with a
private placement on a brokered basis to raise $5,525,000 (the "Offering") by
issuing up to 8,500,000 units (the "Units) at a price of $0.65 per Unit, subject
to an over-allotment option granted to the Agents to increase the Offering by up
to an additional 15% of the number of Units at any time on or before two days
prior to closing. Each Unit will be comprised of one common share and one-half
of a common share purchase warrant. Each whole warrant will entitle the holder
thereof to purchase an additional common share of the Company for a period of 18
months at a price of $1.00. 

The Company has agreed to pay the Agents a cash commission equal to up to 8% of
the gross proceeds of the brokered portion of the private placement. The Company
will also issue to the Agents that number of agent`s warrants as is equal to up
to 8% of the number of Units sold under the brokered portion of the private
placement. Each agent`s warrant will entitle the Agents to purchase one unit,
having the same terms as a Unit, at $0.65 for a period of eighteen months
following the closing date. All of the securities issued pursuant to the private
placement will be subject to a hold period in Canada expiring four months and a
day after the closing date. 

The private placement is expected to close on or about October 22, 2009 and is
subject to certain conditions typical for a transaction of this nature and the
receipt of all necessary regulatory approvals including the approval of the TSX
Venture Exchange. 

Certain insiders may acquire securities under the private placement on a
non-brokered basis. Such participation may be considered a "related party
transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The
transaction will be exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101 as the Issuer will rely upon certain
exemptions provided for under MI 61-101. 

Proceeds of the Offering will be used to fund ongoing exploration programs at
Brazauro`s gold exploration properties in the Tapajos region of Brazil, and for
general corporate purposes. 

About Brazauro Resources

Brazauro is a publicly listed company (TSXV:BZO) with gold properties in the
Tapajós district of Pará State in Brazil. The Company made a major gold
discovery in 2004 at its 100%-controlled Tocantinzinho property (the "TZ
property"). Drilling since that time has expanded the discovery significantly.
Out of 97 diamond drill holes, 85 defined gold mineralization. In March 2009 the
Company released an update to the 43-101 compliant resource estimate of 16.546
million tonnes of Measured Resources at an average grade of 1.317 grams per
tonne Au, 29.031 million tonnes of Indicated Resources at an average grade of
1.196 grams per tonne Au, and 9.416 million tonnes of Inferred Resources at an
average grade of 1.066 grams per tonne Au. 

Eldorado Gold Corporation ("Eldorado") has the option to acquire a 60% interest
in the Tocantinzinho Project for $40 million by committing to an expenditure of
$9.5 million over a two-year period toward completing an NI 43-101-compliant
feasibility study. Eldorado will have a second option to purchase an additional
10% of the Tocantinzinho Project for a further $30 million once a construction
decision has been made following the completion of a feasibility study. Eldorado
will have a third option to purchase an additional 5% of the Tocantinzinho
Project for a further $20 million. If the feasibility study outlines between 2
and 2.5 million proven and probable ounces of gold, the price will be increased
by $5 million and if it outlines more than 2.5 million proven and probable
ounces of gold, the price will be increased by $10 million. Eldorado has advised
Brazauro that it has to date expended in excess of $10.2 million on exploration
thereby meeting its minimum expenditure commitment. 

Brazauro continues to explore for other promising properties in the greater
Tapajós Region, including the Bom Jardim area for which the company recently was
issued 38,000 hectares of Exploration Licenses by the DNPM. 

Recently Brazauro signed an option agreement to acquire 100% of the 20,430
hectare Piranhas property located just 20 kilometers southwest of the TZ
property. Unofficial historic production from this property has been reported as
more than 800,000 ounces of gold. 

Brazauro has also signed a non-binding letter of intent to acquire the Agua
Branca project in the Tapajos region from Talon Metals Corporation as announced
September 10, 2009.

 Mark E. Jones III                              
 Chairman, CEO Brazauro Resources Corporation   


This news release does not constitute an offer to sell or solicitation of an
offer to sell any 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX VentureExchange) accepts responsibility
for the adequacy or accuracy of this release.

Some statements in this news release contain forward-looking information. These
statements include, but are not limited to, statements with respect to future
expenditures and activities. 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, among others, the
ability to complete certain activities and the timing and amount of
expenditures. Brazauro does not assume the obligation to update any
forward-looking statement.

Brazauro Resources Corporation
Chairman
Mark E. Jones, III, 281-579-3400
info@brazauroresources.com
www.brazauroresources.com

Copyright Business Wire 2009

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