Brazilian Resources Files Restated Financial Statements for Q3 2008
These reports have been amended and restated to correct the following items in the Company's previously filed September 30, 2008 interim reports:
- The results of the deconsolidation of Prometálica Mineração Ltda. ("PML") was originally recorded as an adjustment to the deficit section of the interim statement of operations, deficit and comprehensive income (loss) and have been adjusted to flow through net income (loss) in the restated financial statements. The results of the deconsolidation are now reflected as discontinued operations and all comparatives include results from continuing operations separated from the discontinued operations of PML. The cumulative net deficit as of September 30, 2008 as previously reported was not impacted by these adjustments.
- The amounts for write-off of uncollectible interest and early retirement of convertible debentures as previously reported on the interim consolidated statement of operations, deficit and other comprehensive income were transposed and have been corrected on the restated financial statements. The interest writeoff is now reflected in the results from discontinued operations.
About Brazilian Resources, Inc. -- Brazilian Resources, Inc. is a company with expertise in seeking, evaluating, financing and owning interests in mining, agriculture, infrastructure, and other industries in Brazil. Corporate offices are located in Concord, New Hampshire, USA. The Company is a U.S. company and a reporting issuer in the Provinces of Alberta, British Columbia and Ontario, Canada. Further information about the Company is available on System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.
For Information:
Bob Zwerneman
603-224-4800 or bobz@brazilianresources.com
Brazilian Resources Provides Update of Initiatives
Dear Shareholders, Employees and Friends,
It has been some time since the Company provided a comprehensive overview of its activities to you. I am writing to give an update to you, to assure you that Brazilian has been continuously active in building value for you and to introduce myself to those of you who I have not yet met. I hope that after reading this letter you will believe, as much as we do, that the Company's future prospects are quite promising.
You may recall that in 2005, the Company voluntarily withdrew its stock exchange listing in Toronto so it could pursue financing for its expanded strategy beginning with a base metals venture. The voluntary withdrawal was necessary because the Company needed to raise more capital for its planned venture than exchange limits allowed at the time. The Company did secure the necessary financing in 2005 and since has pursued the base metals as well as several new initiatives. The Company remained a reporting issuer in Ontario and other Canadian provinces because it planned to re-list on an exchange after development of the base metals project. I have been working with the Board of Directors and employees of the Company the last 18 months, and since joining the Company, to execute on the performance of assets of the Company, to expand the Company assets and to develop a business plan and strategy for the future that will realize value for our shareholders. The Monte Cristo Project, in which the Company invested during 2005 is now operating. The Company also has other current and planned business activities and we are currently working to re-list Brazilian on a North American exchange in the first half of 2008. With this progress we expect renewed interest in the Company. I want to thank all of our shareholders for their support to date, and want to assure all that we will continue to take steps to enhance the value and liquidity of their investment in Brazilian.
Now let me describe the business strategy and some of the opportunities we are currently investing in, developing or evaluating in Brazil.
The Company is focused on execution by matching opportunities in Brazil with proper financing and the right set of management skills to create value for our shareholders. We believe that we can leverage our experience in developing companies by finding early-stage projects that have significant potential and to match the opportunity with the required capital and resources to invest in and develop these projects.
In 2001, when gold prices were below $300/oz, the Company recognized an opportunity to consolidate gold projects in the Iron Quadrangle region in the State of Minas Gerais, Brazil. We entered into a joint venture with a local company and launched Jaguar Mining Inc. ("Jaguar"). In 2003 and 2004, Brazilian focused significant efforts on further developing and growing Jaguar. Today, Jaguar is a publicly traded company on both the TSX and NYSE-Arca with a market capitalization of approximately US$640 million of which Brazilian's ownership is valued at close to US$37 million. The Company's investment in Jaguar is approximately US$5 million. Given our belief that gold prices will continue to rise, coupled with Jaguar's announced development and exploration program, we continue to expect that our investment in Jaguar will provide a strong return for our shareholders.
Using the knowledge we gained from Jaguar, as well as our experienced management and technical teams, in 2005 we combined with the same company with which we formed Jaguar to build the Monte Cristo base metals project in the State of Mato Grosso, Brazil. Monte Cristo is currently producing zinc and copper. The Monte Cristo NI 43-101 compliant technical report, prepared by SRK Consulting, can be found at www.sedar.com. Brazilian owns approximately 50% of Monte Cristo and is working towards bringing this project to the public markets in 2008. The Company's invested capital in the Monte Cristo project has grown in value substantially. Brazilian is also working to secure new financing for Monte Cristo. If the financing is successful, Brazilian expects that such funds will be used to accelerate further exploration and development of this project, and to purchase the mineral rights and conduct a feasibility study by late 2008 of another zinc project with known resources. Our goal is to follow a value creation path similar to Jaguar's to build or convert into a mid-tier zinc/copper producer.
Brazil is one of the largest agricultural producing countries in the world. Recognizing this strength of the country, the Company formed SecureFoods, Inc. ("SecureFoods"), a 100% subsidiary of Brazilian. SecureFoods is planned to be a value-added service to exporters of fruits and vegetables. SecureFoods has obtained exclusive rights in Brazil to an irradiation technology, which in its application, extends the shelf life of many agricultural products, thus permitting the opportunity for more cost effective transportation of these foods. We believe this technology will replace out-dated food sanitation treatment processes necessary for food importation to the U.S. The Company is also working to develop the market in the U.S. for the Brazilian products. With heightened consumer awareness for food safety, we also believe that SecureFoods offers us a substantial opportunity to generate significant cash flow. In Brazil, SecureFoods is in the final stages of its initial development. We expect to launch commercial operations in late 2008, positioning SecureFoods to expand to over two dozen irradiators in three to four years. We hope to increase the number of irradiators even further as market demand develops.
Plant nutrients and other inputs are essential to modern agricultural practices to maximize output for such industries as ethanol production. We have invested in a nearly-completed feasibility study to determine if the Company should acquire an 80% stake in a certain limestone property in the State of Mato Grosso, Brazil. We expect to complete the feasibility study in the first half of 2008. We plan to sell the limestone produced to both agricultural and industrial customers in the nearby region. If we decide to acquire the interest in the property, we expect to expand its operation and seek the acquisition of similar properties with the intent of consolidating within the sector and having a long-lived asset generating significant cash flow. With Brazil's robust economy, there is a strong demand for materials to contribute to infrastructure development, such as steel, which are in short supply. We are in the very early stages of developing a joint venture to combine two existing pig iron producing companies that would provide us with an entrance into long steel production. We are completing our due diligence, which could lead to the acquisition of a substantial share of the business. If the acquisition proves successful, this venture would require significant capital investments over time. In the venture Brazilian would be responsible for leading the effort to secure capital arrangements.
Finally, we have investigated several alternatives for the raising of capital required by each of the above initiatives. We expect that capital will be provided by multiple sources, including arrangements for an affiliate Brazil investment conduit that would be less dilutive than reliance only upon public equity offerings of the Company.
I hope you can see from this letter we are focused on our business strategy of identifying early stage investment and development opportunities in the natural resources and infrastructure sectors in Brazil. We intend to execute on this strategy by injecting management and capital into identified opportunities with significant potential to provide shareholders with founder-like growth in the Brazilian fast growing economy, coupled with public market liquidity including in North America. With the listing of Brazilian on a North American exchange in the near future, we hope to address shareholder concerns for liquidity and a market valuation. We hope you will agree with and support these efforts.
Again, I want to express my gratitude to our shareholders who have supported our business plan and share our vision, to our employees for their dedicated efforts and to our business partners and those people who have an interest in helping us succeed.
Please accept my sincere best wishes for a Happy Christmas and Holiday Season.
Robert J. Lloyd
President & CEO
About Brazilian Resources, Inc. - The Company is a development and operating company creating value through selective investments and management oversight in opportunities in Brazil.
For Information:
Investors and analysts:
Bob Zwerneman
603-224-4800
bobz@brazilianresources.com
Media inquiries:
Valéria Rezende DioDato
603-224-4800
valeria@brazilianresources.com
Forward Looking Statements
This press release contains Forward-Looking Statements concerning Brazilian Resources, Inc.'s future objectives. Forward-Looking Statements can be identified by the use of accompanying words such as "are expected", "is forecast", "approximately" or variations of such words and phrases or a statement that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-Looking Statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results or performance to be materially different from any future results or performance expressed or implied by the Forward-Looking Statements. These factors include but are not limited to the inherent risks and uncertainties involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other ecological data, fluctuating gold and base metal prices, fluctuating monetary exchange rates, the possibility of project cost delays and overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future, uncertainties related to production commencement and rates thereafter, timing of production and the cash and total costs of production, changes in applicable laws including laws related to mining development, environmental protection, and the protection of the health and safety of mine workers, the availability of labor and equipment, the possibility of labor strikes and work stoppages, the ability of the Company to initiate and complete various corporate transactions with third parties, the enactment of laws and regulations allowing the export of irradiated food products from Brazil and the import to the United States and the timing and enforcement thereof, the ability of the Company to establish commercial relationships with third-party agricultural growers in Brazil and food wholesalers/retailers in the United States in sufficient quantity, on commercially feasible and reasonable terms or at all, the ability of the Company to seek and develop new businesses, and changes in general economic conditions. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-Looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
These Forward-Looking Statements represent our views as of the date of this discussion. The Company anticipates that subsequent events and developments may cause the Company's views to change. The Company does not undertake to update each and every Forward-Looking Statement, either written or oral, that may be made from time to time by or on behalf of the Company subsequent to the date of this discussion except as required by law. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
Further information about the Company is available on System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.
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Brazilian Resources Announces Revocation of Cease Trade Orders
The Company also announces that it has filed with Canadian securities regulatory authorities its annual audited financial statements for the year ended December 31, 2006, its interim financial statements for the three month period ended March 31, 2007 and the six month period ended June 30, 2007 and all related management's discussion and analysis, all of which can be found at www.sedar.com.
About Brazilian Resources, Inc. - The Company is a development and operating company creating value through selective investments and management oversight in opportunities in Brazil. The Company is a reporting issuer in the Provinces of Alberta, British Columbia and Ontario, Canada and currently is not listed on an organized exchange.
For Information:
Investors and analysts:
Bob Zwerneman
603-224-4800
bobz@brazilianresources.com
Media inquiries:
Valéria Rezende DioDato
603-224-4800
valeria@brazilianresources.com
Brazilian Resources Acquires Bridge Financing and Reports Commencement of Production at Monte Cristo
The loan was drawn in full on December 8, 2006 and is subject to a fixed interest rate of 12% per annum paid monthly in arrears on the first business day of the month. The loan is secured by a first priority pledge of 2,000,000 shares of Jaguar Mining, Inc. ("Jaguar"). The loan is due to be repaid no later than 11 months after closing.
As partial compensation for providing the loan, Auramet received warrants to purchase 3,000,000 common shares of BRAZILIAN. The warrants have a tenor of 24 months and the strike price will be based on a determination of the Company's market value and a 15% discount. BRAZILIAN expects to make this determination in the next 30 to 45 days.
Monte Cristo - initiation of production
BRAZILIAN reports that it has commissioned its new base metals concentrate plant at Monte Cristo, which has the capacity to crush 270,000 tonnes per year. Monte Cristo initiated production in Q3 2006 with 8,860 tonnes of ore produced. The tonnage processed reflects start-up operations and should significantly increase as the project ramps up to full operation. This start-up activity resulted in the sale of 363 dry tonnes of zinc. The Company's proportional share of revenue during Q3 2006 was US$110,022. The Company expects to receive cash flow distributions from this operation commencing in Q2 2007. The Company has engaged SRK Consulting to assist in the preparation of a NI 43-101 report.
SecureFoods, Inc. -- continuing progress
BRAZILIAN continues to advance its investment interest in food irradiation. GRAY*STAR, Inc. ("Gray*Star"), a privately owned company based in Mt. Arlington, New Jersey, USA, is a consultant to the Company in the development of the food irradiation business. The Company entered into an agreement with Gray*Star for options to purchase up to five Genesis irradiation units and to acquire a 25 percent equity interest in Gray*Star. The Company entered into a contract to acquire a site in Feira de Santana, Bahia, Brazil for the development of the first unit and completed plant layout drawings designed to achieve production capacity of 50,000 tonnes per year. The Company is assembling an in-country management team to operate these units.
Investment in Jaguar
An important asset of the Company is its investment in its former subsidiary, Jaguar (TSX:JAG), with a book value of US$5.2 million at September 30, 2006. BRAZILIAN held 14.5% of Jaguar's common shares at the beginning of 2006. During the year, Jaguar issued additional shares through equity financings, and BRAZILIAN sold or transferred Jaguar shares to settle certain obligations, resulting in a reduction of the Company's ownership in Jaguar to 8.4% at September 30, 2006. The market value of the Company's holdings of Jaguar was approximately US$23.1 million at December 8, 2006 (3,835,167 shares of Jaguar @ Cdn.$6.92 and Cdn.$1.15 per US$1.00) based on the number of common shares held and the closing price of Jaguar shares on the TSX.
Jaguar produced 18,200 ounces of gold during 2005, its second year of operations, 28,573 ounces of gold in 2006 through September 30 and has announced a goal of sustaining more than 200,000 ounces of low cost gold production annually by 2008.
BRAZILIAN is a company with expertise in seeking, evaluating, financing and owning interests in mining and infrastructure and other complementary industries in Brazil including food irradiation and distribution. The Company is a reporting issuer in the Provinces of Alberta, British Columbia and Ontario, Canada and currently is not listed on an organized exchange.
For further information, please contact:
Robert J. Lloyd, President or
Jeffrey C. Kirchhoff, Chief Financial Officer
Brazilian Resources, Inc.
48 Pleasant Street
Concord, NH 03301
Telephone: 603-224-4800
Facsimile: 603-228-8045
E-mail: info@brazilianresources.com
Website: www.brazilianresources.com
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.
BRAZILIAN's and Jaguar's securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold or resold in the United States or to a U.S. person absent registration or an applicable exemption from the registration requirements.
Brazilian Resources Completes Cdn$620,000 Private Placement
Brazilian Resources, Inc. ("BRAZILIAN") has completed a Cdn.$620,000 off-shore private placement (the "Offering") to a limited number of institutional investors. Kingsdale Capital Markets Inc. served as agent for the Offering. Proceeds from the Offering will be used for working capital and for development of the Monte Cristo property, an advanced-stage base metals project. The Monte Cristo property is controlled by a Brazilian corporation, Prometálica Mineração Ltda., in which BRAZILIAN recently purchased a 49% interest. BRAZILIAN intends to file a National Instrument 43-101 technical report before year-end regarding the Monte Cristo property.
The Offering consisted of Cdn.$620,000 principal amount of convertible debentures with an annual interest rate of 10% and a term of three years. Fifty percent of the principal amount of the debentures is convertible before maturity into common shares at a conversion price of Cdn.$0.20 per share. The principal amount of the debentures is secured by 206,666 common shares of Jaguar Mining Inc. (JAG - TSX) owned by BRAZILIAN. If BRAZILIAN's common shares are not listed on the TSX Venture Exchange on or before May 7, 2006, the debenture holders will also be entitled to receive a total of 155,000 common shares. In connection with the Offering, BRAZILIAN paid Kingsdale a 6% commission in the form of 372,000 common shares of BRAZILIAN valued at Cdn.$0.10 per share. Securities issued in the Offering are subject to hold periods in Canada expiring March 9, 2006.
Because the size of its previous Cdn.$5 million private placement (described in a press release dated August 24, 2005) exceeded the Cdn.$350,000 annual limitation prescribed by the policy of the NEX Board of the TSX Venture Exchange, BRAZILIAN voluntarily delisted its common shares from the NEX Board at the close of trading August 2, 2005. Kingsdale Capital Markets Inc. continues to act as an advisor as the Company examines a broad range of strategic alternatives.
BRAZILIAN is a resource and infrastructure development company with business interests in mining and gamma ray ionization. Including the securities issued to complete the Offering, BRAZILIAN has 103,951,488 common shares outstanding (141,024,281 fully diluted), and holds 4,820,709 common shares of Jaguar Mining Inc., a gold producing company listed on the Toronto Stock Exchange.
For further information, please contact:
Daniel Titcomb, President or
Jeffrey Kirchhoff, Chief Financial Officer
Brazilian Resources, Inc.
48 Pleasant Street
Concord, NH 03301
Telephone: 603-224-4800
Facsimile: 603-228-8045
E-mail: info@brazilianresources.com
Website: www.brazilianresources.com
The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.
BRAZILIAN's and Jaguar's securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold or resold in the United States or to a U.S. person absent registration or an applicable exemption from the registration requirements. This release is not an offer of securities for sale in the United States or elsewhere.
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