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Brazil Resources enters into agreement to acquire Whistler gold-copper project, Alaska

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Brazil Resources enters into agreement to acquire Whistler gold-copper project, Alaska






Brazil Resources Inc. (TSX-V:BRI) (OTCQX:BRIZF) is pleased to announce that the Company has entered into an agreement to acquire 100% of the Whistler gold-copper project and certain related assets in south-central Alaska from Kiska Metals Corporation. Total consideration under the Transaction will consist of 3.5 million shares of Brazil Resources. The Project includes 304 Alaska State Mineral Claims, a 50-person all season exploration camp, airstrip and assorted equipment.



Garnet Dawson, CEO, stated: “We are pleased to have reached an agreement to acquire this emerging gold-copper district in a stable mining jurisdiction with several porphyry deposits and prospects identified in the area to date. The Company is dedicated first and foremost to our high-potential gold development projects in Brazil. However, with the Whistler Project, at a cost of just 4.5% dilution, we have an agreement to acquire another project with a historic multi-million ounce resource, large expansion potential, relatively low holding cost and the support of Kiska’s superior technical team, which is also in joint ventures with First Quantum Minerals Ltd. and Teck Resources Ltd. This acquisition is a superb addition to our existing project base and represents another milestone in our strategy to build shareholder value through targeted accretive transactions. ”



The Agreement



Pursuant to the Agreement, a wholly-owned subsidiary of Brazil Resources will acquire a 100% interest in the Whistler Project and certain related assets, including an exploration camp, airstrip and certain equipment from a subsidiary of Kiska for consideration consisting of an aggregate of 3.5 million BRI Shares or approximately $1,610,000 based on the closing price of the BRI Shares on July 20, 2015, which BRI Shares will be subject to escrow and released as follows:


(i)             875,000 BRI Shares 5 months following the closing date of the Transaction;
(ii)            875,000 BRI Shares 10 months following the closing date of the Transaction;
(iii)           875,000 BRI Shares 15 months following the closing date of the Transaction; and
(iv)           875,000 BRI Shares 20 months following the closing date of the Transaction.




In connection with closing of the Transaction, the Company has also agreed to enter into a management services agreement with Kiska, pursuant to which Kiska will provide certain ongoing support and maintenance services in respect of the Whistler Project for a fee of $10,000 per month for 15 months following closing of the Transaction. The Agreement is subject to customary closing conditions, including approval of the BRI Share issuance by the TSX Venture Exchange.



The Whistler Project is subject to a 2.75% Net Smelter Returns royalty over the entire property and a 2.0% Net Profit Interest royalty on certain claims overlying the Whistler deposit. The NSR royalty is subject to a buy down provision providing for the reduction of the NSR royalty to 2.0% upon payment of US$5 million on or before the due date of the first royalty payment.



Whistler Project



The Whistler Project is located approximately 150 km northwest of Anchorage, Alaska and is comprised of 304 Alaska state mining claims (170 sq km) in the Yentna Mining District. Exploration programs can be carried out from a 50-person all season camp that is located 2.7 km east of the Whistler deposit. The camp includes a gravel airstrip, 38 kW diesel generator, water well, septic system and fuel storage facility. The Whistler deposit and adjacent prospects in the Whistler Orbit are connected to the camp and runway by a 6 km access road.



The Project comprises a gold-copper district in an underexplored area of south-central Alaska. It is underlain by a volcano-sedimentary sequence (Jura-Cretaceous Kahiltna Assemblage) that has been intruded by the Late Cretaceous Whistler Intrusive Suite with associated gold-copper porphyry and epithermal mineralization, and the Late Cretaceous to Paleocene Composite Intrusive Suite with associated intrusion-related gold mineralization. The Whistler Project hosts the:


  • Whistler gold-copper porphyry deposit with a historic National Instrument 43-101 (“NI 43-101”) resource estimate;
  • Whistler Orbit gold-copper porphyry prospects;
  • Island Mountain gold-copper porphyry deposit;
  • Muddy Creek intrusion-related gold target; and
  • Several gold-copper targets outlined by soil geochemistry, geophysics, and mapping


Whistler Deposit



The Whistler gold-copper porphyry deposit was the subject of a NI 43-101 compliant resource estimate published by Kiska in 2011 (Table 1), which is being treated as a historic estimate by the Company. The conceptual pit delineated resource is based on 48 drill holes (19,870 m) and is reported within a conceptual pit shell with 45 degree pit slope angles resulting in a strip ratio of 1.3:1 (waste to ore) at a 0.3 g/t cut-off; the deposit comes to surface and features a higher grade core.



Table 1: Whistler deposit historical NI 43-101 pit constrained resource estimate published by Kiska in 2011.



Tonnes & Grade

Contained Metal











Au Eq.1








Au Eq.1






















1Gold equivalent grade calculation for the Whistler Project resource was based on 75% recovery for gold and silver, 85% recovery for copper, US$990/oz gold, US$15.40/oz silver and US$2.91/lb copper.



The resource estimate is historical in nature and will not be treated as a current resource estimate by Brazil Resources as a qualified person has not done sufficient work on behalf of Brazil Resources to classify the historical estimate as a current mineral resource. While the historical resource estimate should not be relied upon, the Company believes the historical estimate provides an indication of the potential of the property and is relevant to any future exploration. The historical resource estimate for the Whistler Project is based on a technical report completed for Kiska by R.J. Morris, M.Sc., P.Geo. titled “Resource Estimate for the Whistler Gold Copper Deposit and Results of Property Wide Exploration” with an effective date of March 17, 2011. No new drilling or sampling have been completed on the Whistler deposit since the above resource estimate was completed, however, following closing of the acquisition of the Project, an independent qualified person on behalf of Brazil Resources will be required to, among other things, examine the cut-off grade with reference to today’s metal prices, verify historic sampling and results and re-issue the estimate in a NI 43-101 Technical Report before Brazil Resources can treat the estimate as current.



Whistler Orbit



The Whistler Orbit is a large area (approx. 25 sq km) of extensive phyllic (quartz-sericite-pyrite) alteration that is peripheral to mineralized porphyry systems that include the Raintree (West, North and South) and Rainmakers prospects. It is located east of the outcropping Whistler deposit in a low lying area that is mostly covered by glacial till (5 to 15 m). The potential to expand the resources at the Raintree and Rainmaker prospects and identify new mineralized porphyry systems with additional drilling is considered good by Company geologists. Historical diamond drilling (157 holes in 33,532 m) has intersected gold-copper mineralization over substantial widths at these prospects.



Island Mountain Deposit



The Island Mountain gold-copper porphyry system hosts multiple porphyry centers including the Breccia, Cirque, Howell and Super Conductor zones that occur within an area of 9 sq km. Historical diamond drilling (40 holes in 15,572 m) has tested several of these porphyry centers with the majority (34 holes) of this drilling completed on the Breccia zone where these holes intersected gold-copper mineralization over substantial widths. The Island Mountain area is located 23 km south of the Whistler deposit.



Muddy Creek



Muddy Creek intrusion-related gold mineralization occurs in narrow sheeted quartz-sulphide veins that are hosted within intrusive phases of the Estelle Composite Intrusive Suite. Reconnaissance rock-soil geochemistry and geophysics has outlined multiple anomalies (Discovery Creek, Phoenix Creek, Arseno Knob and Bonanza zone) over an area of 5.5 sq km. Historic diamond drilling (3 holes in 955 m) was successful in intersecting gold mineralization at Arseno Knob. The Muddy Creek area is located 18 km southwest of the Whistler deposit.



Paulo Pereira, Brazil Resources’ President has reviewed and approved the technical information contained in this news release. Mr. Pereira holds a Bachelors degree in Geology from Universidade do Amazonas in Brazil, is a Qualified Person as defined in NI 43-101 and is a member of the Association of Professional Geoscientists of Ontario.



About Brazil Resources Inc.



Brazil Resources Inc. is a public mineral exploration company with a focus on the acquisition and development of projects in emerging producing gold districts in Brazil, Paraguay and other regions of the Americas. Brazil Resources is advancing 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.


Posted July 22, 2015

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