SAO PAULO, BRAZIL -- (Marketwired) -- 04/24/13 -- Brazil Minerals, Inc. (OTCQB: BMIX) ("Brazil Minerals" or "BMIX"), a diamond producer and gold mining exploration and development company with resources in Brazil, reported results for the 10 month transition period ended December 31, 2012. BMIX's 10-K reflected just 11-days of operations as a mining company following its reverse acquisition transaction with Flux Technologies, Corp., completed on December 19, 2012. BMIX is now providing further information regarding its corporate structure, outlook for its producing assets in Minas Gerais, Brazil and future growth strategy.
Operations and History
On December 19, 2012, Brazil Mining, Inc., ("BMI") a private company with mining assets in Brazil, consummated an acquisition agreement with Flux Technologies, Corp. ("Flux"), a publicly reporting entity, that was in the business of software development. As part of the transaction, Flux discontinued its business operations in software. In the transaction, Flux issued 35,783,342 common shares to BMI and cancelled 99,999,000 other common shares held by Flux's former controlling shareholder, in exchange for two mining assets from BMI and $25,000. The first mining asset was an option ("Option") that BMI granted Flux to purchase for $800,000 a 20% share of the monthly diamond production that BMI actually receives from its 55% equity interest in a producing mine called Duas Barras, located in the state of Minas Gerais, Brazil. The second mining asset is the mineral exploration rights on a 9,999.1-hectare (24,750-acre) property known to have primary gold in conglomerate form located in the state of Amazonas, Brazil. Simultaneously with the change of control transaction between Flux and BMI, Flux completed a USD$2.0 million equity financing with U.S., Asian, and Middle Eastern accredited investors, who acquired an aggregate of 2,000,000 common shares of Flux for $1.00 per share. Accounting for the transactions described above, BMI had a 51% ownership of Flux as of December 19, 2012. On December 24, 2012, Flux changed its name to Brazil Minerals and on January 25, 2013 effected a 33.333:1 stock split. The share and per share amounts discussed herein have been adjusted to give effect to the stock split. The Company also changed its fiscal year from a year ending on February 29 or 29 to a year ending on December 31.
On January 2, 2013, BMIX exercised the Option; thereafter, BMIX owned the proceeds from 11% (20% of 55%) of the monthly diamond production of Duas Barras. On March 23, 2013, BMI and BMIX announced an agreement by which the entire 55% stake in Duas Barras would be transferred from BMI to BMIX at cost, provided that certain closing conditions and other dispositions occur. BMIX expects this deal to close within the 2nd quarter of 2013.
The Duas Barras asset contains what BMIX believes is the largest alluvial diamond and gold processing plant in Latin America, built for a cost of over $2.5 million by a prior owner. The Duas Barras mining concession encompasses an area of 171 hectares (422 acres) located on the left bank of the Jequitinhonha River, a well-known area for diamond and gold production, having hosted alluvial mining operations on all scales since the 18th century. Mineração Duas Barras Ltda. ("MDB") is the name of the Brazilian company currently operating Duas Barras; BMI owns 55% of MDB. MDB currently employs 10 workers at Duas Barras, and is producing diamonds and gold. The mining concession of MDB allows it to continue to mine it in perpetuity, under current law, as long as MDB periodically renews its operational and environmental licenses, which has not been an issue to date. Duas Barras is an approximately one hour 30minute drive via asphalt and dirt roads from Montes Claros, a major hub of northern Minas Gerais state, with a population of over 400,000 people and a regional airport with jet service to other Brazilian cities.
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