NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES
Road Town, Tortola, British Virgin Islands, January 23, 2006 – BrazMin Corp. (TSX: BZM) is pleased to announce that it has entered into an agreement with Canaccord Capital Corporation (“Canaccord”) to sell, on a bought deal private placement basis, 2.5 million units at a price of C$2.00 unit for gross proceeds of C$5 million. The private placement is expected, unless otherwise agreed upon by BrazMin and Canaccord, to close on February 6, 2006. BrazMin has also granted Canaccord an option to increase the offering by up to an additional 900,000 units at the offering price, for gross proceeds of up to an additional C$1.8 million, at any time up to 48 hours prior to closing.
Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to subscribe for one additional common share at a price of C$2.75 and expire 24 months from closing. Should the Company’s common shares close above C$3.50 for ten (10) consecutive trading days, the Company will have the right to require holders to exercise the warrants within thirty (30) days after the Company providing notice to the warrantholders, after which time all unexercised warrants will expire.
The net proceeds from the private placement will be used for general corporate purposes.
These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered or sold in the United States or to US persons (as defined in Regulation S of the US Securities Act) unless an exemption from registration is available.
BrazMin is engaged in the search for, acquisition, exploration and development of high quality gold projects primarily in Brazil.
BrazMin has 20,817,074 shares outstanding (27,313,743 shares fully diluted) and cash of CDN$5.5 million.
This document may contain or refer to forward looking information based on current expectations. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. These forward-looking statements are made as of the date hereof and we assume no responsibility to update or revise them to reflect new events or circumstances.
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