BRAZILIAN GOLD CORPORATION ("BGC") BRAZIL RESOURCES INC. ("BRI") BULLETIN TYPE: Plan of Arrangement-Change in Share type/classification or other attributes, Shares for Debt, Delist BULLETIN DATE: November 22, 2013 TSX Venture Tier 1 Company; TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation in connection with an arrangement agreement among Brazilian Gold Corporation ("Brazilian Gold") and Brazil Resources Inc. ("Brazil Resources") dated September 29, 2013 (the "Agreement") pursuant to which Brazil Resources has agreed to acquire all of the issued and outstanding common shares of Brazilian Gold (the "Transaction"). Under the Agreement the consideration payable by Brazil Resources is 0.172 of a common share for every common share held by Brazilian Gold security holders.
In connection with the Arrangement, Brazil Resources will satisfy Brazilian Gold's existing obligation to issue an additional 1,125,000 Brazilian Gold common shares to D'Gold Mineral Ltda. ("D'Gold") under a share exchange agreement dated April 17, 2013 among Brazilian Gold, Cabral Resources (BVI) Limited and D'Gold through the issuance of 193,500 common shares of Brazil Resources.
The Exchange has been advised that approval of the Transaction by the Brazilian Gold shareholders was received at a special meeting of the shareholders held on November 20, 2013 and that approval of the Transaction was received from the Supreme Court of British Columbia on November 21, 2013. The full particulars of the Transaction are set forth in the Brazilian Gold Information Circular which is available under the Brazilian Gold profile on SEDAR.
Shares for Debt:
TSX Venture Exchange has accepted for filing Brazil Resources proposal to issue 243,974 common shares to settle outstanding debt for $190,300 owing by Brazilian Gold.
Number of Creditors: 7 Creditors
Insider / Pro Group Participation:
Insider=Y / Amount Deemed Price Creditor Progroup=P Owing per Share # of Shares James Mellon Y $6,900 $0.78 8,846 J Ian Stalker Y $54,167 $0.78 69,445 Joanne Yan Y $41,000 $0.78 52,564 Glen Dickson Y $8,000 $0.78 10,256 Garnet Dawson Y $38,783 $0.78 49,722
Brazil Resources shall issue a news release when the shares are issued and the debt extinguished.
Delisting:
In conjunction with the closing of the Transaction, Brazilian Gold has requested that its common shares be delisted. Accordingly, effective at the close of business, Friday, November 22, 2013, the common shares of Brazilian Gold will be delisted from TSX Venture Exchange.
Insider / Pro Group Participation: None. Prior to the closing of the Transaction Brazil Resources was at arm's length to Brazilian Gold. ________________________________________
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