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 amended the terms of the previously announced bought deal with Canaccord Capital Corporation (“Canaccord”) to increase the size of the underwriter option granted to Canaccord by 1,600,000 units subject to the approval of the Toronto Stock Exchange and, if required by the Exchange, a majority of the shareholders of BrazMin (which may be obtained by the written consent of shareholders holding more than 50% of the outstanding common shares of BrazMin). Under the amended agreement Canaccord now has the option to purchase up to an additional 2,500,000 units at any time up to 48 hours prior to the closing date. If the full option is exercised Canaccord will purchase a total of 5,000,000 units, for total gross proceeds of C$10 million.
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 US$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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