Mr. Chris Eager reports

RESOURO GOLD INC. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE AN INTEREST IN THE TIROS RARE EARTHS AND TITANIUM PROJECT IN BRAZIL

Resouro Gold Inc. has entered into a definitive agreement on the previously announced acquisition of interest in the Tiros rare earths and titanium project in Brazil.

Resouro entered into an agreement (the Resmin agreement) with Resmin Pte. Ltd., a company controlled by Chris Eager, president and chief executive officer of the company, to acquire all the issued and outstanding ordinary shares of Brazil Copper Pte. Ltd. (Singapore) (BCS), and it entered into an option and farm-in agreement (the Tiros agreement) with RBM Consultoria Mineral Eireli (RMB), Rodrigo De Brito Mello, BCS and Brazil Copper Mineracao Ltda. (BCML) (the parties). Pursuant to the agreements, Resouro will acquire a 33.3-per-cent interest in the Tiros project and it will have the right to earn the remaining interest in the Tiros project upon certain milestones being achieved. Completion of the transaction is subject to customary closing conditions and obtaining all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

Terms of the Resmin agreement

Under the terms of the Resmin agreement, Resouro will acquire 80,000 ordinary shares of BCS from Resmin in exchange for, subject to approval from the TSX-V, the issuance of four million options to purchase common shares of Resouro for a period of five years from the date of closing at an exercise price of 20 cents per common share.

The BCS shares transferred to Resouro pursuant to the Resmin agreement comprise 100 per cent of the issued and outstanding BCS shares immediately prior to completion of the transactions contemplated under the Tiros agreement. BCS has beneficial ownership certain mineral rights in respect of the lands comprising the Tiros project and, on completion, these mineral rights will be immediately transferred into BCML.

Terms of the Tiros agreement

Equity transfers, assignment of mineral rights and name changes

Under the terms of the Tiros agreement, RBM and Mr. De Brito Mello will fully assign and transfer all legal rights and title to certain mineral rights in respect of the lands encompassing the Tiros project (the RBM mineral rights) to BCML, a subsidiary of BCS, in exchange for the issuance of 160,000 BCS shares to RBM, representing 66.7 per cent of the issued and outstanding BCS shares, resulting in Resouro maintaining a 33.3-per-cent equity stake in BCS.

Within 90 days of executing the Tiros agreement, BCS will change its name to Tiros Stratmet Pte. Singapore (TSPS), and BCML will change its name to Tiros Minerais Estrategicos Mineracao Ltda. (TMEL).

Earn-ins

First earn-in

Subject to positive results on the technical data validation, test work for rare earths and compilation of initial define resource at the Tiros project, Resouro will finance the completion of all the technical works required to complete an initial JORC (Joint Ore Reserve Committee)-compliant technical report for the Tiros project.

Upon completion of the initial JORC report and a delineation by TSPS (formerly BCS) of a JORC Code 2012-compliant inferred mineral resource at the project, RBM will immediately transfer 42,500 ordinary shares in the capital of TSPS to Resouro (the first earn-in) in exchange for Resouro issuing to RBM (or its nominee), within 30 days after the first earn-in, 315,000 Resouro shares, subject to approval of the TSX-V.

Upon completion of the first-earn-in, Resouro will hold 51 per cent of the issued and outstanding TSPS shares, with RBM holding the remaining 49 per cent.

Second earn-in

Subject to the completion of the first earn-in and the first share issuance, Resouro will finance a preliminary feasibility study (PFS) on the Tiros project, including all project-related costs associated with the completion of the PFS.

Subject to completion of the Tiros PFS, RBM will immediately transfer 46,500 TSPS shares to Resouro (the second earn-in) in exchange for Resouro issuing to RBM (or its nominee), within 30 days after the second earn-in, 550,000 Resouro shares, subject to approval of the TSX-V.

Upon completion of the second earn-in, Resouro will hold 70 per cent of the issued and outstanding TSPS shares, with RBM holding the remaining 30 per cent.

Third earn-in

Following completion of the Tiros PFS, TMEL will also undertake, and Resouro will finance, additional sampling and metallurgical test work at the Tiros project, focusing on TiO2 (titanium dioxide) and rare earths minerals (REE), and possibly phosphates, if appropriate, and begin a preliminary economic study (PES), if initial exploration results support this decision.

Subject to completion of the test work, Resouro will finance a definitive feasibility study (DFS) on the Tiros project, including all project-related costs associated with the completion of the Tiros DFS.

Upon completion of the Tiros DFS, RBM will immediately transfer its remaining 30 per cent of TSPS shares, being 72,000 TSPS shares, to Resouro (the third earn-in) and, within 30 days after the third earn-in, Resouro will issue to RBM (or its nominee) 777,000 Resouro shares, subject to approval of the TSX-V.

Additional terms

Under the Tiros agreement, Resouro maintains the right to accelerate any or all of the earn-in arrangements detailed above at its sole discretion by giving RBM written notice of the acceleration. Upon receipt of the acceleration notice, RBM will:

• Waive the relevant earn-in condition(s) and Resouro will be released from its obligation to satisfy such earn-in condition(s);
• Immediately transfer to Resouro the TSPS shares in respect to the applicable earn-in or earn-ins accelerated by Resouro; and
• Within 30 days after the transfer of TSPS shares, Resouro will issue to RBM (or its nominee) such number of Resouro shares that would be issued to RBM (or its nominee) following the satisfaction of the applicable earn-in or earn-ins that have been accelerated.

The transactions contemplated by the Resmin agreement and the Tiros agreement are considered a related-party transaction pursuant to Multilateral Instrument 61-101, as Resmin is controlled by an officer and director of Resouro, however, the transactions are exempt from requirements of MI 61-101, pursuant to sections 5.5 (a) and 5.7 (a) of MI 61-101, as the fair market value of the transaction, insofar as it involves related parties, is less than 25 per cent of the market capitalization of the company. The company does not anticipate filing a material change report more than 21 days prior to the closing of the transaction because it is necessary for the company to complete the transaction as expeditiously as possible.

The Tiros project

Located in northern Minas Gerais in Brazil, the Tiros project is potentially one of the world's largest and highest-grade undeveloped titanium deposits, with associated heavy rare earths identified in historic drilling. The Tiros project represents 10 mineral concessions totalling 152 square kilometres located in Minas Gerais, one of the most infrastructurally developed states of Brazil, 350 kilometres from Belo Horizonte, the state capital. The Tiros licences cover the most prospective portion of the prolific Capacete formation and the areas with the greatest exploration potential.

About Resouro Gold Inc.

Resouro is a Canadian-based mineral exploration and development company focused on the discovery and advancement of economic mineral projects in Brazil, including the Tiros project in Minas Gerais and the Novo Mundo gold project in Mato Grosso.

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