Brazil Resources to Raise Up to $2,000,000 By Way of a Non-Brokered Private Placement

/THIS PRESS RELEASE IS NOT TO BE DISTRIBUTED TO U.S. NEWSWIRE SERVICES OR TO BE DISSEMINATED IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./

VANCOUVER, Feb. 11, 2016 /CNW/ - Brazil Resources Inc. (the "Company" or "Brazil Resources") (TSX-V: BRI; OTCQX: BRIZF) is pleased to announce that it intends to carry out a non-brokered private placement (the "Private Placement") of up to 4,444,444 common shares of the Company (each, a "Common Share") at $0.45 per Common Share for aggregate gross proceeds of up to $2,000,000.  The pricing for this placement is at a 10% discount to the 15-day VWAP. All Common Shares issued under the Private Placement will be subject to a four-month hold period from the closing date.

The Company expects that significant shareholders and other insiders will comprise the majority of the subscribers under the proposed Private Placement. 

The Company intends to use the net proceeds from the Private Placement to advance its corporate strategy, including expenses associated with the exploration of its existing projects and the acquisition of additional projects, and for working capital and general corporate purposes. 

Closing of the Private Placement is expected to occur this month and is subject to receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the "TSXV") and receipt of definitive subscriptions.

The Common Shares 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 U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Common Shares, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Brazil Resources Inc.

Brazil Resources Inc. is a public mineral exploration company with a focus on the acquisition, exploration and development of projects in Brazil, United States, Canada and other regions of the Americas. Brazil Resources is advancing its Whistler Gold-Copper Project located in Alaska, United States, its Cachoeira and São Jorge Gold Projects located in the State of Pará, northeastern Brazil and its Rea Uranium Project in the western Athabasca Basin in northeast Alberta, Canada.

For additional information, please contact:

Brazil Resources Inc.
Amir Adnani, Chairman
Patrick Obara, Chief Financial Officer
Telephone: (855) 630-1001

Forward Looking Statements

This news release contains certain forward-looking statements that reflect the current views and/or expectations of the Company with respect to its performance, business and future events, including statements regarding the timing, completion, size and regulatory approval of the Private Placement. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates, including that: the Company will finalize definitive agreements with subscribers, the current price of and demand for minerals being targeted by the Company will be sustained or will improve; the Company´s current exploration programs and objectives can be achieved; the Company will be able to obtain required exploration licences and other permits; general business and economic conditions will not change in a material adverse manner; financing will be available if and when needed on reasonable terms; the Company will not experience any material accident; receipt of all regulatory approvals, including of the TSXV, for the Private Placement; and the Company will be able to identify and acquire additional mineral interests on reasonable terms or at all. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including: that the Company will not be able to finalize definitive agreements with subscribers; that the Company has a limited operating history; that resource exploration and development is a speculative business; that the Company may lose or abandon its property interests or may fail to receive necessary licences and permits; that the Company's properties are in the exploration stage and are without known bodies of commercial ore; that the Company may not be able to obtain all necessary permits and approvals on any of its properties; that environmental laws and regulations may become more onerous; that the Company may not be able to raise additional funds when necessary; potential defects in title to the Company's properties; fluctuations in currency exchange rates; fluctuating prices of commodities; operating hazards and risks; competition; potential inability to find suitable acquisition opportunities and/or complete the same; and other risks and uncertainties listed in the Company's public filings. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither the 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 accuracy of this news release.

SOURCE Brazil Resources Inc.

For further information: Brazil Resources Inc., Amir Adnani, Chairman; Patrick Obara, Chief Financial Officer, Telephone: (855) 630-1001

RELATED LINKS
www.brazilresources.com

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