acquisitionagmtrusheen.htm


  
    
      ACQUISITION
AGREEMENT

      


      THIS
ACQUISITION AGREEMENT, dated as of the 19th day
of May, 2010 (this “Agreement”) is entered into by and among BRAZIL GOLD CORP.,
a Nevada corporation (“BRZG”), and RUSHEEN HANDELS AG, a Swiss corporation
(“RH”).  BRZG and RH are referred to singularly as a “Party” and
collectively as the “Parties.”

       
 

      WITNESSETH:

       
 

      WHEREAS,

      


      
        	
                R.1

              	
                RH
      owns 99% of all of the issued and outstanding ownership units (the
      “Units”) in Amazonia Capital e Participacoes Ltda., a Brazilian
      corporation (“Amazonia”);

              


      

      


      
        	
                R.2

              	
                As
      at the date of execution of this Agreement, Amazonia is the registered
      owner of approximately 860,000 hectares of mineral claims (the “Current
      Claims”);

              


      

      


      
        	
                R.3

              	
                Amazonia
      is also the registered owner of an additional approximately 420,000
      hectares of mineral claims, the registration of which is suspended (the
      “Suspended Claims”).  Amazonia has initiated a legal process to
      obtain government verification that the suspension of the Suspended Claims
      was invalid and that the Suspended Claims are still registered to Amazonia
      (the “Verification”);

              


      

      


      
        	
                R.4

              	
                Amazonia
      has previously granted a 2.5% net smelter return royalty (“Royalty”) to RH
      relating to the Current Claims.

              


      

      


      
        	
                R.5

              	
                BRZG
      is a publicly-traded company in the U.S. and wishes to convert its
      operations into the mineral exploration
  industry;

              


      

      


      
        	
                R.6

              	
                BRZG
      wishes to acquire from RH all of RH’s Units in exchange for 44 million
      treasury shares of BRZG’s common stock (“BRZG Purchase Shares”) and RH
      wishes to sell such Units in exchange for the BRZG Purchase
      Shares;

              


      

      


      
        	
                R.7

              	
                The
      issue of the BRZG Purchase Shares and other matters described in “Part A -
      First Closing” of Article II herein will be the subject of the First
      Closing; and

              


      

      


      
        	
                R.8

              	
                Upon
      receipt by Amazonia of the Verification, RH will receive an additional 20
      million treasury shares of BRZG according to “Part B – Second Closing” of
      Article II herein.

              


      

      


      NOW,
THEREFORE, in consideration of the promises and of the mutual representations,
warranties and agreements set forth herein, the Parties hereto agree as
follows:

       
 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
I

      DEFINITIONS

      


      Section
1.01.                                Definitions. The
following terms shall have the following respective meanings:

      
        	 
      	 
      	 
      
	
                “Affiliate”

              	 
      	
                with
      respect to any Party, a Person that directly or indirectly controls, is
      controlled by, or is under common control of such Party.  For
      the purpose of this definition, “control” means (i) ownership of more than
      fifty percent (50%) of the voting shares of a Person or (ii) the right or
      ability to direct the management or policies of a Person through ownership
      of voting shares or other securities, pursuant to a written agreement or
      otherwise;

                 

              	 
      
	
                “Amazonia
      Units”

              	 
      	
                all
      of the Units in Amazonia owned by RH, which represents 99% of all the
      issued and outstanding Units of Amazonia;

                 

              	 
      
	
                “Business
      Day”

                “Current
      Claims”

                “Suspended
      Claims”

                 

              	
                 

              	
                a
      day (other than a Saturday) on which banks in U.S. are open for business
      throughout their normal business hours;

                 

                approximately
      860,000 hectares of mineral claims registered to Amazonia;

                 

                approximately
      420,000 hectares of mineral claims registered to Amazonia and subject to a
      government suspension of registration;

              	 
      
	
                “Closing”

                 

                “Closing Date”

              	
                the closing of the transactions contemplated by
      this Agreement;

                 

                the
      closing shall occur on May 27th
      , 2010 or such date as mutually agreed to by the Parties in
      writing;

                 

              	 
      
	
                “Completion”

              	
                 

              	
                completion
      of acquisition of the Amazonia Units in accordance with the terms and
      conditions of this Agreement;

              	 
      
	 
      	 
      	 
      
	
                “Encumbrance”

              	
                 

              	
                any
      mortgage, charge, pledge, lien, (otherwise than arising by statute or
      operation of law), equities, hypothecation or other encumbrance, priority
      or security interest, preemptive right deferred purchase, title retention,
      leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever
      over or in any property, assets or rights of whatsoever nature and
      includes any agreement for any of the same and reference to “Encumbrances”
      shall be construed accordingly;

                 

              	 
      
	
                “Person”

              	
                any
      individual, firm, company, government, state or agency of a state or any
      joint venture, association or partnership (whether or not having separate
      legal personality);

                 

              	 
      
	
                “Royalty”

                 

                “U.S.”

              	
                 

              	
                a
      2.5% net smelter return royalty pursuant to the Net Smelter Returns
      Royalty Agreement entered into by and between Amazonia and
RH;

                 

                United
      States of America; and

                 

              	 
      
	
                “United
      States Dollars”

                 or
      “US$”

              	 
      	
                Dollars
      in the currency of the United States of America.

              	 
      


      

      


      


      Section
1.02.                      Rules of
Construction.

      


                 (a)           Unless
the context otherwise requires, as used in this Agreement:  (i)
“including” means “including, without limitation”; (ii) words in the singular
include the plural; (iii) words in the plural include the singular; (iv) words
applicable to one gender shall be construed to apply to each gender; (v) the
terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words
refer to this entire Agreement, including the Schedules hereto; (vi) the terms
“Article,” “Section” and “Schedule” shall refer to the specified Article,
Section or Schedule of or to this Agreement and references to paragraphs shall
refer to the relevant paragraph of a specified Schedule and (vii) the term “day”
shall refer to calendar days.

      (b)           Titles
and headings to Articles and Sections are inserted for convenience of reference
only, and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
II

      THE
EXCHANGE

      


      Part
A - FIRST CLOSING

       

      Section
2.01                      Exchange of BRZG Purchase
Shares for the Amazonia Units.

       

       

      (a)           Subject
to and upon the terms and conditions of this Agreement, on
the Closing Date (as defined hereafter), BRZG shall acquire all of the
Amazonia Units from RH with the Amazonia Units being free from all Encumbrances
save and except for the Royalty.

       

       

      (b)           Subject
to and upon the terms and conditions of this Agreement, on
the Closing Date, BRZG shall deliver to RH the BRZG Purchase
Shares.

       

      (c)           The
Exchange shall take place upon the terms and conditions provided for in this
Agreement and in accordance with applicable law. If the Closing does not occur
as set forth in Section 2.02 of this Agreement due to one Party’s failure to
perform, then the other Party may terminate this Agreement.

      


      Section
2.02.                                Closing
Location.  The Closing of the Exchange and the other
transactions contemplated by this Agreement will occur no later than May 27,
2010, or as soon thereafter as possible (the “Closing Date”), at a place and
time mutually agreed by the Parties in writing.

      


      Section
2.03. RH’s Closing
Documents.  At the Closing, RH shall tender to
BRZG:

      


      (a)           Certified
copy of resolutions of the Board of Directors of RH, in a form satisfactory to
BRZG, acting reasonably, authorizing the transfer of all of the Amazonia Units
in the name of BRZG.

      


      (b)           Original
ownership certificates issued in the name of RH representing all of the Amazonia
Units duly endorsed for transfer by RH and marked “cancelled for transfer” or as
otherwise directed by BRZG or its counsel, in accordance with applicable
law;

      


      (c)           New
Unit certificates issued by Amazonia registered to BRZG representing all of the
Amazonia Units owned by RH;

      


      (d)           A
certified copy of the register of owners of Amazonia Units showing BRZG as the
registered owner of the Amazonia Units;

      


      (e)           A
letter from Amazonia confirming that  there is no other security
issued by Amazonia other than the units of which BRZG owns 99%; and

      


      (f)           A
certificate executed by RH certifying that the conditions in Section 8.01(b)
have been satisfied.

      


      Section
2.04.                                BRZG’s Closing
Documents.  At the Closing, BRZG will tender to
RH:

      


      (a)           A
certified copy of resolutions of the Board of Directors of BRZG in a form
satisfactory to RH, acting reasonably, authorizing:

      


                            (i)           the
execution and delivery of this Agreement by BRZG; and

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


                            (ii)           the
issuance of the BRZG Purchase Shares to RH;

      


      (b)           Share
certificates, registered in the name of RH or RH’s assigns, representing the
BRZG Purchase Shares;

      


      (c)           A
certificate executed by a duly appointed officer of BRZG certifying that the
conditions in Section 9.01(b) have been satisfied; and

      


      (d)           A
letter from BRZG’s transfer agent confirming that  the currently
issued 44,000,0000 restricted shares have been cancelled and that with the
issuance of the 44,000,000 BRZG Purchase Shares to RH,  the total
issued share capital of BRZG is 80,000,000.

      


      Part
B – SECOND CLOSING

      


      Section
2.05.  Closing on Suspended
Claims.  Upon receipt by Amazonia of the Verification that the
suspension of the registration of the Suspended Claims in the name of Amazonia
was invalid and that the claims are legally registered to Amazonia, RH will
receive an additional 20,000,000 treasury shares of BRZG  according to
“Part B – Second Closing” of Article II herein.

      


      


      ARTICLE
III

      REPRESENTATIONS
AND WARRANTIES

      


      Section
3.01.                      Each
Party represents and warrants to the other Party that each of the warranties it
makes herein is accurate in all respects and not misleading as at the date of
this Agreement.

      


      Section
3.02.                      Each
Party undertakes to disclose in writing to the other Party anything which is or
may constitute a breach of or be inconsistent with any of the warranties
immediately upon the same coming to its notice at the time of and after
Completion.

      


      Section
3.03.                      Each
Party agrees that each of the warranties it makes shall be construed as a
separate and independent warranty and (except where expressly provided to the
contrary) shall not be limited or restricted by reference to or inference from
the terms of any other warranty or any other term of this
Agreement.

      


      Section
3.04.                      Each
Party acknowledges that the restrictions contained in Section 12.01 (Public
Notices) and Section 12.10 (Confidentiality) shall continue to apply after the
Completion under this Agreement without limit in time.

      


      


      ARTICLE
IV

      REPRESENTATIONS
AND WARRANTIES OF BRZG

      


      Section
4.01.                                Organization, Standing and
Authority; Foreign Qualification. BRZG is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
has all requisite corporate power and authority to own, lease and operate its
properties and to conduct its business as presently conducted and as proposed to
be conducted and is duly qualified or licensed as a foreign corporation in good
standing in each jurisdiction in which the character of its properties or the
nature of its business activities require such qualification.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
4.02.                                Corporate
Authorization. The execution, delivery and performance by BRZG of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of BRZG, and this
Agreement constitutes a valid and binding agreement of BRZG. The BRZG Purchase
Shares to be issued in accordance with this Agreement shall be duly authorized
and, upon such issuance, will be validly issued, fully paid and
non-assessable.

      


      Section
4.03.                                Capitalization.  BRZG’s
capital stock consists solely of 80,000,000 shares of common
stock, of which, immediately prior to the Closing, not more than
36,000,000 shares will be issued and outstanding arising from the cancellation
of 44,000,000 currently issued restricted shares. All
of such issued and outstanding shares of BRZG’s common
stock are duly authorized, validly issued, fully paid and
non-assessable.

      


      Section
4.04.                      Articles of Incorporation
and Bylaws. BRZG has heretofore delivered to RH true, correct and
complete copies of its Articles of Incorporation, and Bylaws certified by the
corporate secretary thereof.

      


      Section
4.05.                      No
Conflict.  The execution, delivery and performance of this
Agreement and the completion of the transactions contemplated herein will
not:

      


      (a)           violate
any provision of the Articles of Incorporation, Bylaws or other charter or
organizational document of BRZG;

      


      (b)           violate,
conflict with or result in the breach of any of the terms of, result in any
modification of the effect of, otherwise give any other contracting party the
right to terminate, or constitute (or with notice or lapse of time or both
constitute) a default under, any contract to which BRZG is a party or by or to
which either of its assets or properties, may be bound or subject;

      


      (c)           violate
any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, or any agreement with,
or condition imposed by, any governmental or regulatory body, foreign or
domestic, binding upon BRZG or upon the securities, assets or business of
BRZG;

      


      (d)           violate
any statute, law or regulation of any jurisdiction as such statute, law or
regulation relates to BRZG or to the securities, properties or business of BRZG;
or

      


      (e)           result
in the breach of any of the terms or conditions of, constitute a default under,
or otherwise cause an impairment of, any permit or license held by
BRZG.

      


      Section
4.06.                      Litigation. There is
no litigation, suit, proceeding, action or claim at law or in equity, pending or
to BRZG’s best knowledge threatened against or affecting BRZG or involving any
of BRZG’s property or assets, before any court, agency, authority or arbitration
tribunal, including, without limitation, any product liability, workers'
compensation or wrongful dismissal claims, or claims, actions, suits or
proceedings relating to toxic materials, hazardous substances, pollution or the
environment. BRZG is not subject to or in default with respect to any notice,
order, writ, injunction or decree of any court, agency, authority or arbitration
tribunal.

      


      Section
4.07.                      Compliance with Laws.
To the best knowledge of BRZG, it has complied with all laws, municipal bylaws,
regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any governmental authority applicable to it, its properties
or the operation of its business, except where the failure to comply will not
have a material adverse effect on the business, properties, financial condition
or earnings of BRZG.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
4.08.                      True and Correct
Copies. All documents furnished or caused to be furnished to RH by BRZG
are true and correct copies, and there are no amendments or modifications
thereto except as set forth in such documents.

      


      Section
4.09.                                Material
Contracts.  Other than as disclosed herein, BRZG is not a party
to any material contracts, including:

      


      (a)           contracts
for the sale of any of its assets or properties or for the grant to any person
of any preferential rights to purchase any of its or their assets or
properties;

      


      (b)           contracts
(including, without limitation, leases of real property) for the purchase of
property;

      


      (c)           contracts
relating to the acquisition by BRZG of any operating business of, or the
disposition of any operating business by, any other person;

      


      (d)           executory
contracts relating to the disposition or acquisition of any investment or of any
interest in any person;

      


      (e)           joint
venture contracts or agreements;

      


      (f)           contracts
under which BRZG agrees to indemnify any party;

      


      (g)           contracts
containing covenants of BRZG not to compete in any line of business or with any
person in any geographical area or covenants of any other person not to compete
with BRZG in any line of business or in any geographical area; or

      


      (h)           contracts
for or relating to computers, computer equipment, computer software or computer
services.

      


      Section
4.10.                                Operations of
BRZG.  Other than as disclosed herein, BRZG has
not:

      


      (a)           amended
its Articles of Incorporation or Bylaws or merged with or into or consolidated
with any other person or entity, subdivided or in any way reclassified any
shares of its capital stock or changed or agreed to change in any manner the
rights of its outstanding capital stock or the character of its
business;

      


      (b)           issued,
reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or
issued options or rights to subscribe to, or entered into any contract or
commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares
of its capital stock or any bonds, notes, debentures or other evidence or
indebtedness;

      


      (c)           declared
or paid any dividends or declared or made any other distributions of any kind to
its shareholders;

      


      (d)           made
any change in its accounting methods or practices or made any change in
depreciation or amortization policies, except as required by law or generally
accepted accounting principles;

      


      (e)           made
any loan or advance to any of  its shareholders or to any of its
directors, officers or employees, consultants, agents or other representatives,
or made any other loan or advance, otherwise than in the ordinary course of
business;

      


      (f)           sold,
abandoned or made any other disposition of any of its assets or
properties;

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (g)           granted
or suffered any lien on any of its assets or properties;

      


      (h)           entered
into or amended any contracts to which it is a party, or by or to which it or
its assets or properties are bound or subject which if existing on the date
hereof would be required to be disclosed in Schedule 4.09;

      


      (i)           made
any acquisition of all or a substantial part of the assets, properties,
securities or business of any other person or entity;

      


      (j)           paid,
directly or indirectly, any of its material liabilities before the same became
due in accordance with its terms or otherwise than in the ordinary course of
business;

      


      (k)           terminated
or failed to renew, or received any written threat (that was no subsequently
withdrawn) to terminate or fail to renew, any contract that is or was material
to the assets, liabilities, business, property, operations, prospects, results
of operations or condition (financial or otherwise) of BRZG; or

      


      (l)           entered
into any other contract or other transaction that materially increases the
liabilities of BRZG.

      


      Section
4.10.                      Absence of Certain
Changes.  Since its incorporation, there has been no event,
change or development which could have a material adverse effect on
BRZG.

      


      Section
4.11.                      Material
Information.  This Agreement, the Schedules attached hereto and
all other information provided, in writing, by BRZG or representatives thereof
to RH, taken as a whole, do not contain any untrue statement of a material fact
or omit to state a material fact necessary to make any statement contained
herein or therein not misleading.  There are no facts or conditions
which have not been disclosed to RH in writing which, individually or in the
aggregate, could have a material adverse effect on BRZG or a material adverse
effect on the ability of BRZG to perform any of its obligations pursuant to this
Agreement.

      


      


      ARTICLE
V

      REPRESENTATIONS
AND WARRANTIES OF RH

      


      RH
represents to BRZG as follows:

      


      Section
5.01.                                Organization, Standing and
Authority; Foreign Qualification. Each of RH and Amazonia is a
corporation duly organized, validly existing and in good standing under the laws
of their representative jurisdiction and has all requisite corporate power and
authority to own, lease and operate its properties and to conduct its business
as presently conducted and as proposed to be conducted and is duly qualified or
licensed as a foreign company in good standing in each jurisdiction in which the
character of its properties or the nature of its business activities require
such qualification.

      


      Section
5.02.                                Authorization. The
execution, delivery and performance by RH of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by all
necessary action, as the case may be, on the part of RH. RH has duly executed
and delivered this Agreement and this Agreement constitutes a valid and binding
agreement of RH. The Amazonia Units to be transferred to BRZG in accordance with
this Agreement have been duly authorized and validly issued, fully paid and
non-assessable. Upon transfer of such Units, no Encumbrance shall exist
thereon.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
5.03.                                Capitalization of Amazonia;
Ownership of Mining Claims.

      


                 (a)           Amazonia’s
capitalization consists of, as of the date hereof, 100 Units all of which are
duly authorized, validly issued, fully paid and non-assessable.  There
are no outstanding options, warrants, agreements or rights to subscribe for or
to purchase, or commitments to issue any additional Units in Amazonia or any
other security of Amazonia or any plan for any of the foregoing.

      


                 (b)           None
of the Amazonia Units are subject to any option, right of first refusal or any
other restriction on transfer, whether by contract, agreement, applicable law,
regulation or statute, as the case may be.

      


      (c)           Amazonia,
as of the execution of this Agreement and as at the Closing Date, owns and
exclusively holds all of the mining claims listed on Exhibit B hereto, without
any Encumbrances, other than the Royalty.

      


      Section
5.04.                                Subsidiaries.
Amazonia does not have any direct or indirect subsidiaries.

      


      Section
5.05.                       BRZG Shares. Upon
completion of the purchase and receipt of the BRZG Purchase Shares, RH or its
assigns shall be the beneficial and record holder of the BRZG Purchase Shares.
RH is acquiring the BRZG Purchase Shares as principal for its own accounts to be
held for investment purposes only, not for the benefit of any other person and
not with a view to the resale, distribution or other disposition of all or any
of the BRZG Purchase Shares, and is delivering concurrently with this Agreement,
a certificate in the form attached to this Agreement as Exhibit A.

      


      Section
5.06.                      Restriction on BRZG Purchase
Shares.  RH
hereby consents to BRZG making a notation on its records or giving instructions
to any transfer agent of the restricted shares portion of the BRZG Purchase
Shares in order to implement the restriction on transfer set forth and described
herein.  RH has been independently advised as to, and is aware of, the
restrictions with respect to trading in the BRZG Purchase Shares pursuant to the
applicable securities laws and further agrees that it is solely responsible for
compliance with all such restrictions as set forth in Exhibit A.

      


      Section
5.07.                      Investment
Risk.  RH understands that an investment in BRZG includes a
high degree of risk, and has such knowledge and experience in financial and
business matters, investments, securities and private placements as to be
capable of evaluating the merits and risks of its investment in
the  BRZG Purchase Shares, is in a financial position to hold the BRZG
Purchase Shares for an indefinite period of time, and is able to bear the
economic risk of, and withstand a complete loss of such investment in
the  BRZG Purchase Shares.

      


      Section
5.08.                      Cooperation.  If
required by applicable securities laws or order of a securities regulatory
authority, stock exchange or other regulatory authority, RH shall execute,
deliver, file and otherwise assist BRZG in filing such reports, undertakings and
other documents as may be required with respect to the issuance of the BRZG
Purchase Shares.

      


      Section
5.09.                      Tax
Advice.  RH is responsible for obtaining such legal, including
tax, advice as it considers necessary or appropriate in connection with the
execution, delivery and performance of this Agreement and the transactions
contemplated herein.

      


      Section
5.10.                      No
Conflict.  The execution, delivery and performance of this
Agreement and the completion of the transactions contemplated herein will
not:

      


      (a)           violate
any provision of the Articles or Certificate of Organization, Operating
Agreement or other charter or organizational document of RH or
Amazonia;

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (b)           violate,
conflict with or result in the breach of any of the terms of, result in any
modification of the effect of, otherwise give any other contracting party the
right to terminate, or constitute (or with notice or lapse of time or both
constitute) a default under, any contract to which RH or Amazonia is a party or
by or to which either of their assets or properties, including the Amazonia
Units, may be bound or subject;

      


      (c)           violate
any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, or any agreement with,
or condition imposed by, any governmental or regulatory body, foreign or
domestic, binding upon RH or Amazonia or upon the securities, assets or business
of RH or Amazonia;

      


      (d)           violate
any statute, law or regulation of any jurisdiction as such statute, law or
regulation relates to RH or Amazonia or to the securities, properties or
business of RH or Amazonia; or

      


      (e)           result
in the breach of any of the terms or conditions of, constitute a default under,
or otherwise cause an impairment of, any permit or license held by RH or
Amazonia.

      


      Section
5.11.                      Articles of Incorporation
and Bylaws.

      


                 (a)           RH
has heretofore delivered to BRZG true, correct and complete copies of each of
RH’s and Amazonia’s Articles of Organization, certified by the appropriate
government agency, and Memorandum of Association or comparable instruments
(certified by the company secretary thereof).

      


      (b)           The
minute books of Amazonia accurately reflect all actions taken at all meetings
and consents in lieu of meetings of its respective shareholders, and all actions
taken at all meetings and consents in lieu of meetings of its board of directors
and all committees from the date of incorporation to the date
hereof.

      


      Section
5.12.                      Compliance with
Laws.  To the best of RH’s knowledge, neither RH nor Amazonia
is in violation of any applicable order, judgment, injunction, award or decree
nor are they in violation of any federal, state, local or foreign law, ordinance
or regulation or any other requirement of any governmental or regulatory body,
court or arbitrator, other than those violations which, in the aggregate, would
not have a material adverse effect on RH or Amazonia and have not received
written notice that any violation is being alleged.

      


      Section
5.13.                      Material
Information.  This Agreement, the Schedules attached hereto and
all other information provided in writing by RH to BRZG, taken as a whole, do
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make any statement contained herein or therein not
misleading.  There are no facts or conditions which have not been
disclosed to BRZG in writing which, individually or in the aggregate, could have
a material adverse effect on Amazonia or a material adverse effect on the
ability of RH to perform any of its obligations pursuant to this
Agreement.

      


      Section
5.14.                                Actions, Proceedings and
Taxation.  There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, governmental or regulatory body or
arbitration tribunal against or involving RH or Amazonia.  There are
no taxes outstanding on the Current Claims.  There are no actions,
suits or claims or legal, regulatory, administrative or arbitration proceedings
pending or, to the knowledge of RH, threatened against or involving RH or
Amazonia.

      


      Section
5.15.                                Contracts.

      


                 (a)           There
have been delivered or made available to BRZG true, correct and complete copies
of each of the contracts set forth in Schedule 5.16.  Each such
contract is valid, subsisting, in full force and effect and binding upon the
parties thereto in accordance with its terms, and Amazonia is not in default in
any respect under any of them; and

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (b)           Amazonia
is not a party to any:

      


                            (i)           contracts
with any current or former officer, director, manager, employee, consultant,
agent or other representative and no monies are due to such person;

      


                            (ii)           contracts
for the purchase or sale of equipment or;

      


                            (iii)           contracts
for the sale of any of its assets or properties or for the grant to any person
of any preferential rights to purchase any of its assets or
properties;

      


                            (iv)           contracts
(including with limitation, leases of real property) regarding real
property);

      


                            (v)           contracts
relating to the acquisition of any operating business of, or the disposition of
any operating business by, any other person;

      


                            (vi)           executory
contracts relating to the disposition or acquisition of any investment or of any
interest in any person;

      


                            (vii)           joint
venture contracts or agreements;

      


                            (viii)           contracts
to indemnify any party, or to share tax liability of any party;

      


                            (ix)           contracts
containing covenants not to compete in any line of business or with any person
in any geographical area or covenants of any other person not to compete in any
line of business or in any geographical area;

      


                            (x)           contracts
relating to the making of any loan;

      


                            (xi)           contracts
relating to the borrowing of money or the direct or indirect guarantee of any
obligation for the repayment of borrowed money, or any other contingent
obligations in respect of indebtedness of any other Person, including, without
limitation:

      


                                      (A)           any
contract with respect to lines of credit;

      


                                      (B)           any
contract to advance or supply funds to any other person other than in the
ordinary course of business;

      


                                      (C)           any
contract to pay for property, products or services of any other person even if
such property, products or services are not conveyed, delivered or
rendered;

      


                                      (D)           any
keep-well, make-whole or maintenance of working capital or earnings or similar
contract; or

      


                                      (E)           any
guarantee with respect to any lease or other similar periodic payments to be
made by any other person; and

      


                            (xii)           contracts
for or relating to computers, computer equipment, computer software or computer
services; or

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (xiii)           any
other material contract whether or not made in the ordinary course of
business.

      


      Section
5.16.                                Operations of
Amazonia.  Except as contemplated by this Agreement, since the
date of organization of Amazonia, Amazonia has not:

      


      (a)           amended
its Certificate or Articles of Organization or Memorandum of Association or
similar incorporation document or charter, or merged with or into or
consolidated with any other person or entity, or changed or agreed to change in
any manner the rights of its capitalization or the character of its
business;

      


      (b)           made
any loan or advance to any of its directors, officers or employees, consultants,
agents or other representatives, or made any other loan or advance, otherwise
than in the ordinary course of business;

      


      (c)           granted
or suffered any lien on any of its assets or properties;

      


      (d)           entered
into or amended any contracts to which it is a party, or by or to which it or
its assets or properties are bound or subject which if existing on the date
hereof would be required to be disclosed in Schedule 5.16; or

      


      (e)           entered
into any other contract or other transaction that materially increases its
liabilities.

      


      Section
5.17.                      Absence of Certain
Changes.  Since its date of organization, there has been no
event, change or development which could have a material adverse effect on
Amazonia individually or collectively.

      


      Section
5.16.                      Brokerage.  No
broker or finder has acted, directly or indirectly, for RH nor has RH incurred
any obligation to pay any brokerage, finder’s fee or other commission in
connection with the transactions contemplated by this Agreement.

      


      


      ARTICLE
VI

      COVENANTS
AND AGREEMENTS of RH

      


      Section
6.01.                      Conduct of Businesses in the
Ordinary Course.  From the date of this Agreement to the
Closing Date, RH shall cause Amazonia to conduct its businesses substantially in
the manner in which it is currently conducted and to not undertake any of the
actions specified in Sections 5.17, nor enter into any contract described in
Section 5.16, without the prior written consent of BRZG.

      


      Section
6.02.                      Preservation of Permits and
Services.  From the date of this Agreement to the Closing Date,
RH shall use its best efforts to preserve any and all of Amazonia’s permits and
licenses in full force and effect and to keep available the services, and
preserve the goodwill, of its present officers, employees, agents, and
consultants.

      


      Section
6.03.                                Litigation.   From
the date of this Agreement to the Closing Date, RH shall notify BRZG promptly of
any actions or proceedings of the type described in Section 5.15 that from the
date hereof are threatened or commenced against RH or Amazonia or against any
portion of Amazonia Units and of any requests for information or documentary
materials by any governmental or regulatory body in connection with the
transactions contemplated hereby.

      


      Section
6.04.                      Conduct Pending the Closing
Date.  From the date of this Agreement to the Closing Date: (a)
RH shall use its best efforts to cause Amazonia to conduct its affairs in such a
manner so that, except as otherwise contemplated or permitted by this Agreement,
the representations and warranties contained in Article V shall continue to be
true and correct on and as of the Closing Date as if made on and as of the
Closing Date; and (b) RH shall promptly notify BRZG of any event, condition or
circumstance occurring from the date of this Agreement to the Closing Date that
would constitute a violation or breach of this Agreement by RH.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
6.05.                                Corporate Examinations and
Investigations.  Prior to the Closing Date, BRZG shall be
entitled, through its employees and representatives, to make such reasonable
investigation of the assets, liabilities, properties, business and operations of
Amazonia, and such examination of the books, records, tax returns, results of
operations and financial condition of Amazonia. Any such investigation and
examination shall be conducted at reasonable times and under reasonable
circumstances and its employees and representatives, including without
limitation, their counsel and independent public accountants, shall cooperate
fully with such representatives in connection with such reasonable review and
examination.

      


      Section
6.06.                      Acquisition
Proposals.  From the date of this Agreement to the Closing
Date, RH shall not and none of its affiliates, employees, representatives or
agents, shall, directly or indirectly, solicit, initiate or participate in any
way in discussions or negotiations with, or provide any information or
assistance to, or enter into any contract with any person, entity or group
(other than BRZG) concerning any acquisition of a substantial equity interest
in, or in a merger, consolidation, liquidation, dissolution, disposition of
assets of Amazonia or any disposition of any of the Amazonia Units (an
“Acquisition Proposal”) (other than pursuant to the transactions contemplated by
this Agreement), or assist or participate in, facilitate or encourage any effort
or attempt by any other person or entity to do or seek to do any of the
foregoing. RH shall promptly communicate to BRZG the terms of any Acquisition
Proposal, which it may receive.

      


      


      ARTICLE
VII

      COVENANTS
AND AGREEMENTS OF BRZG

      


      Section
7.01.                      Conduct of Businesses in the
Ordinary Course.  From the date of this Agreement to the
Closing Date, BRZG shall conduct its businesses substantially in the manner in
which it is currently conducted and shall not enter into any contract described
in Sections 4.13, or undertake any of the actions specified in Sections 4.14,
without the prior written consent of RH.

      


      Section
7.02.                                Litigation.  BRZG
is not involved in any action, proceedings or litigation and from the date of
this Agreement to the Closing Date, BRZG shall notify RH of any actions or
proceedings of the type described in Sections 5.14 that are threatened or
commenced against BRZG or against any officer, director, employee, properties or
assets of BRZG with respect to its affairs and of any requests for information
or documentary materials by any governmental or regulatory body in connection
with the transactions contemplated hereby.

      


      Section
7.03.                      Conduct of BRZG Pending the
Closing.  From the date hereof through the Closing
Date:

      


      (a)           BRZG
shall use its best efforts to conduct its affairs in such a manner so that,
except as otherwise contemplated or permitted by this Agreement, the
representations and warranties contained in Article IV shall continue to be true
and correct on and as of the Closing Date as if made on and as of the Closing
Date; and

      


      (b)           BRZG
shall promptly notify RH of any event, condition or circumstance occurring from
the date hereof through the Closing Date that would constitute a violation or
breach of this Agreement by BRZG.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
7.04.                                Corporate Examinations and
Investigations.  Prior to the Closing Date, RH shall be
entitled, through this employees and representatives, to make any investigation
of the assets, liabilities, properties, business and operations of BRZG; and
such examination of the books, records, tax returns, results of operations and
financial condition of BRZG.  Any such investigation and examination
shall be conducted at reasonable times and under reasonable circumstances and
BRZG and the employees and representatives of BRZG, including without
limitation, its counsel and independent public accountants, shall cooperate
fully with such representatives in connection with such reasonable review and
examination.

      


      


      ARTICLE
VIII

      CONDITIONS
PRECEDENT TO THE OBLIGATION OF BRZG TO CLOSE

      


      The
obligations of BRZG to be performed by it at the Closing pursuant to this
Agreement are subject to the fulfillment on or before the Closing Date, of each
of the following conditions, any one or more of which may be waived by it, to
the extent permitted by law:

      


      Section
8.01.                      Representations and
Covenants.

      


                 (a)           The
representations and warranties of RH contained in this Agreement shall be true
and correct on and as of the Closing Date with the same force and effect as
though made on and as of the Closing Date, except that any of such
representations and warranties that are given as of a particular date and relate
solely to a particular date or period shall be true as of such date or period;
and

      


      (b) RH shall
have performed and complied with all covenants and agreements required by this
Agreement to be performed or complied with by them on or before the Closing
Date.  RH shall have delivered to BRZG a certificate, dated the
Closing Date, and signed by RH to the foregoing effect.

      


      Section
8.02.                      Governmental Permits and
Approvals.

      


                 (a)           All
approvals, authorizations, consents, permits and licenses from governmental and
regulatory bodies required for the transactions contemplated by this Agreement
and to permit the business currently carried on by Amazonia to continue to be
carried on by Amazonia substantially in the same manner immediately following
the Closing Date shall have been obtained and shall be in full force and effect,
and BRZG shall have been furnished with appropriate evidence, reasonably
satisfactory to them, of the granting of such approvals, authorizations,
consents, permits and licenses; and

      


      (b)           There
shall not have been any action taken by any court, governmental or regulatory
body then prohibiting or making illegal on the Closing Date the transactions
contemplated by this Agreement.

      


      Section
8.03.                      Third Party
Consents.   All consents, permits and approvals from
parties to contracts with either Amazonia or RH that may be required in
connection with the performance by either Amazonia or RH of their obligations
under this Agreement or the continuance of such contracts with either Amazonia
or RH in full force and effect after the Closing Date, shall have been
obtained.

      


      Section
8.04.                      Litigation.  No
action, suit or proceeding shall have been instituted and be continuing or be
threatened by any person to restrain, modify or prevent the carrying out of the
transactions contemplated hereby, or to seek damages in connection with such
transactions, or that has or could have a material adverse effect on RH,
Amazonia or the Amazonia Units.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
8.05                      Closing
Documents.  RH shall have executed and delivered the documents
described in Section 2.03 above.

      


      


      ARTICLE
IX

      CONDITIONS
PRECEDENT TO THE OBLIGATION OF RH TO CLOSE

      


      The
obligations of RH to be performed by it at the Closing pursuant to this
Agreement are subject to the fulfillment, on or before the Closing Date, of each
the following conditions, any one or more of which may be waived by it, to the
extent permitted by law:

      


      Section
9.01.                      Representations and
Covenants.

      


                 (a)           The
representations and warranties of BRZG contained in this Agreement shall be true
and correct on and as of the Closing Date with the same force and effect as
though made on and as of the Closing Date, except that any of such
representations and warranties that are given as of a particular date and relate
solely to a particular date or period shall be true as of such date or period;
and

      


                 (b)           BRZG
shall have performed and complied with all covenants and agreements required by
this Agreement to be performed or complied with by it on or before the Closing
Date. BRZG shall have delivered to RH a certificate dated the Closing Date, and
signed by an authorized signatory of BRZG to the foregoing effect.

      


      (c) BRZG
shall have caused the cancellation of the 44,000,000 Restricted BRZG
shares.

      


      Section
9.02.                      Governmental Permits and
Approvals.

      


                 (a)           All
approvals, authorizations, consents, permits and licenses from governmental and
regulatory bodies required for the transactions contemplated by this Agreement
and to permit the business currently carried on by BRZG to continue to be
carried on by BRZG substantially in the same manner immediately following the
Closing Date shall have been obtained and shall be in full force and effect, and
RH shall have been furnished with appropriate evidence, reasonably satisfactory
to them, of the granting of such approvals, authorizations, consents, permits
and licenses; and

      


                 (b)           There
shall not have been any action taken by any court, governmental or regulatory
body then prohibiting or making illegal on the Closing Date the transactions
contemplated by this Agreement.

      


      Section
9.03.                      Third Party
Consents.  All consents, permits and approvals from parties to
contracts with BRZG that may be required in connection with the performance by
BRZG of its obligations under this Agreement or the continuance of such
contracts with BRZG in full force and effect after the Closing Date, shall have
been obtained.

      


      Section
9.04.                      Litigation.  No
action, suit or proceeding shall have been instituted and be continuing or be
threatened by any person to restrain, modify or prevent the carrying out of the
transactions contemplated hereby, or to seek damages in connection with such
transactions, or that has or could have a material adverse effect on
BRZG.

      


      Section
9.05.                      Closing
Documents.  BRZG shall have executed and delivered the
documents described in Section 2.04 and 2.05 above.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
X

      TERMINATION

      


      Section
10.01.                                Termination.

      


      (a)           Notwithstanding
anything to the contrary in this Agreement, this Agreement may be terminated and
the Exchange and the other transactions contemplated by this Agreement shall be
abandoned at any time prior to the Closing:

       

                            (i)           by
mutual written consent of RH and BRZG;

       

       

                            (ii)           by
either RH or BRZG in the event that a temporary restraining order, preliminary
or permanent injunction or other judicial order preventing the consummation of
the Exchange or any of the other transactions contemplated hereby shall have
become final and non-appealable; provided, that, the party
seeking to terminate this Agreement pursuant to this clause (ii) shall
have used all commercially reasonable efforts to have such order, injunction or
other order vacated;

       

       

                            (iii)           by
either RH or BRZG, if the Closing does not occur on or prior to September
15th
,
2010 (the “Termination Date”); provided, however, that the
right to terminate this Agreement under this clause (iii) shall not be
available to any Party whose material breach of this Agreement has been the
cause of, or resulted in, the failure of the Closing to occur on or before the
Termination Date;

       

       

                            (iv)           by
BRZG if BRZG is not then in material breach of this Agreement and if there shall
have been any breach by RH (which has not been waived) of one or more of its
representations or warranties, covenants or agreements set forth in this
Agreement, which breach or breaches (A) would give rise to the failure of a
condition set forth in Section 8.01, and (B)
shall not have been cured within thirty (30) days following receipt by RH of
written notice of such breach, or such longer period in the event that such
breach cannot reasonably be expected to be cured within such 30-day period and
RH is diligently pursuing such cure, but in no event later than the Termination
Date;

       

       

                            (v)           by
RH if RH is not then in material breach of this Agreement and if there shall
have been any breach by BRZG (which has not been waived) of one or more of its
representations or warranties, covenants or agreements set forth in this
Agreement, which breach or breaches (A) would give rise to the failure of a
condition set forth in Section 9.01, and (B) shall not have been cured within thirty (30)
days following receipt by BRZG of written notice of such breach; or

       

       

                            (vi)           by
either RH or BRZG if the Closing shall not have occurred on or before the
Termination Date and both RH and BRZG are in material breach of this
Agreement.

       

       

      (b)           In
the event of termination by RH or BRZG pursuant to this Section 10.01, written
notice thereof shall forthwith be given to the other Party and the transactions
contemplated by this Agreement shall be terminated, without further action by
any Party. If the transactions contemplated by this Agreement are terminated as
provided herein, RH shall immediately cause each of nominees appointed to the
Board of Directors of BRZG and/or appointed as officers of BRZG to resign from
all such positions.

      


      Section
10.02.                                Effect of
Termination.  If this Agreement is terminated and the
transactions contemplated hereby are abandoned as described in Section10.01,
this Agreement shall become null and void and of no further force and effect,
except for the provisions of (i) Section 10.01 and this Section 10.02; (ii)
Section 11.15 relating to certain expenses; and (iii) Section 11.01 relating to
publicity. Nothing in this Section 10.02 shall be deemed to release any Party
from any liability for any breach by such Party of the terms, conditions,
covenants and other provisions of this Agreement or to impair the right of any
Party to compel specific performance by any other Party of its obligations under
this Agreement.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
XI

      MISCELLANEOUS

      


      Section
11.01.                                Public
Notices.  The Parties agree that all notices to third parties
and all other publicity concerning the transactions contemplated by this
Agreement shall be jointly planned and coordinated and no Party shall act
unilaterally in this regard without the prior approval of the others, such
approval not to be unreasonably withheld.

      


      Section
11.02.                                Time.  Time
shall be of the essence hereof.

      


      Section
11.03.                                Notices.  Any
notice or other writing required or permitted to be given hereunder or for the
purposes hereof shall be sufficiently given if delivered or faxed to the Party
to whom it is given or, if mailed, by prepaid registered mail addressed to such
Party at:

      


      If to RH,
at:

      


      Rusheen
Handels AG

      Churerstrasse
106

      CH-8808
Pfaeffikon

      Switzerland

      


      With a
copy to:

      


      Joanne McClusky

      Barrister and Solicitor

      810-675 W. Hastings Street

      Vancouver,
BC V6B 1N2

      Canada

      Facsimile: (604) 684-2349

      


      If to
BRZG, at:

      


      Brazil Gold Corp.

      800 Bellevue Way NE, Suite
400

      Bellevue,
WA 98004

      USA

                 


      With a
copy to:

      


                 W.
Scott Lawler, Esq.

                 Lawler
& Associates, PLC

                 29377
Rancho California Rd. Ste 204

      Temecula, CA 92591

      USA

                 Facsimile:
951-676-4988

      


      Or at
such other address as the Party to whom such writing is to be given shall have
last notified to the Party giving the same in the manner provided in this
article. Any notice mailed shall be deemed to have been given and received on
the fifth Business Day next following the date of its mailing unless at the time
of mailing or within five (5) Business Days thereafter there occurs a postal
interruption which could have the effect of delaying the mail in the ordinary
and usual course, in which case any notice shall only be effectively given if
actually delivered or sent by telecopy. Any notice delivered or faxed to the
Party to whom it is addressed shall be deemed to have been given and received on
the Business Day next following the day it was delivered or faxed.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
11.04.                                Governing Law; Venue;
Submission to Jurisdiction.  This Agreement shall be governed
by and construed and enforced in accordance with, the internal laws of the State
of Nevada without regard to the conflict of laws principles thereof as the same
apply to agreements executed solely by residents of the State of Nevada and
wholly to be performed within the State of Nevada. Each of the Parties submits
to the jurisdiction of any state or federal court sitting in the State of Nevada
in any action or proceeding arising out of or relating to this Agreement, agrees
that all claims in respect of the action or proceeding may be heard and
determined in any such court, and agrees not to bring any action or proceeding
arising out of or relating to this Agreement in any other court. Each of the
Parties waives any defense or inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety, or other security
that might be required of any other Party with respect thereto.

      


      Section
11.05.                                Settlement of
Disputes.  Any dispute arising out of or in connection with
this Agreement, including, without limitation, any question regarding its
existence, validity, interpretation, breach, or termination (a "Dispute"), which
cannot be amicably settled between the Parties, shall be finally and exclusively
resolved by arbitration in the State of Delaware.

      


      Section
11.06.   Severability.  If
a court of competent jurisdiction determines that any one or more of the
provisions contained in this Agreement is invalid, illegal or unenforceable in
any respect in any jurisdiction, the validity, legality and enforceability of
such provision or provisions shall not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby, unless in either case as a result of such determination this
Agreement would fail in its essential purpose.

      


      Section
11.07.                                Entire
Agreement.  This Agreement constitutes the entire agreement
between the Parties and supersedes all prior agreements and understandings, oral
or written, by and between any of the Parties with respect to the subject matter
hereof.

      


      Section
11.08.                                Further
Assurances.  The Parties shall with reasonable diligence, do
all such things and provide all such reasonable assurances as may be required to
consummate the transactions contemplated by this Agreement, and each Party shall
provide such further documents or instruments required by the other Party as may
be reasonably necessary or desirable to give effect to the purpose of this
Agreement and carry out its provisions whether before or after the Closing
Date.

      


      Section
11.09.                                Inurement.  This
Agreement and each of the terms and provisions hereof shall inure to the benefit
of and be binding upon the Parties and their respective heirs, executors,
administrators, personal representatives, successors and assigns.

      


      Section
11.10.                                Confidentiality.

      


                 (a)           All
aspects and terms of the transaction contemplated by this Agreement and all
information and data in whatever form (including written, oral or electronic)
related thereto received by a Party from the other Party (collectively,
“Confidential Information”) shall be held in strict confidence by the Parties,
and not disclosed to any third parties except as otherwise set forth in this
Section 12.10.  The Parties agree to treat all information furnished
by or on behalf of any Party hereto in accordance with the provisions of this
Section 12.10 and to take, or abstain from taking, the other actions set forth
herein.  The Parties agree that the Confidential Information shall be
used solely for the purpose of evaluating the transactions contemplated hereby
and will be kept confidential by such Party, its officers, directors, employees,
representatives, agents and advisors, provided that either Party may, without
such approval, disclose Confidential Information: (i) to the receiving Party’s
officers, directors, employees, representatives, agents and advisors, including
outside professional advisors, who need to know the Confidential Information for
the purpose of evaluating the Acquisition and agree in writing to be bound by
the terms of confidentiality set forth in this Section 12.10, (ii) to any bank
or financial institution from whom such Party is seeking or obtaining finance,
upon obtaining a similar undertaking of confidentiality (but excluding this
proviso) from such bank or institution, (iii) to which the disclosing Party has
consented to in writing, (iv) as required by applicable law or the requirements
of any recognized stock exchange in compliance with its rules and regulations,
(v) to any government agency or tax authority lawfully requiring such
information, or (vi) to any court of competent jurisdiction acting in pursuance
of its powers.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

                 (b)           If
this Agreement is terminated in accordance with Article XI hereof, a Party that
has received Confidential Information from the other Party shall return such
Confidential Information to the other Party upon its written request and will
not retain any copies, extracts or other reproductions thereof.  If
any Party or any of its representatives are requested in any proceeding to
disclose any of the Information, such Party will provide the disclosing Party
with prompt prior written notice of such request so that the disclosing Party
may seek a protective order or other appropriate remedy or waive compliance with
the terms of this Agreement.

      


                 (c)           The
Parties agree that, without the prior written consent of the other Party, which
may be withheld in such Party’s sole discretion, none of the Parties shall
disclose any provision of this Agreement, or its existence, to any third party
except as otherwise set forth in this Section 12.10.

      


      Section
11.11.                                Public
Disclosure.  Before the Closing and except as otherwise agreed
by the Parties, no Party will make any public release of information regarding
the transactions contemplated hereby, except as may be required by such Party
pursuant to any applicable law, rules, regulations or statutes.

      


      Section
11.12.                                Assignment, Successors and
Assigns.  Neither Party may assign (directly, or indirectly by
way of merger, amalgamation, stock sale or any similar procedure) any of its
rights or obligations hereunder.

      


      Section
11.13.                                Waiver.  Except
as provided in this Article, no action taken or inaction pursuant to this
Agreement will be deemed to constitute a waiver of compliance with any
warranties, conditions or covenants contained in this Agreement and will not
operate or be construed as a waiver of any subsequent breach, whether of a
similar or dissimilar nature.  No waiver of any right under this
Agreement shall be binding unless executed in writing by the Party to be bound
thereby.

      


      Section
11.14.  Counterparts.  This
Agreement may be executed in as many counterparts as may be necessary or by
facsimile and each such counterpart agreement or facsimile so executed shall be
deemed to be an original and such counterparts and facsimile copies together
shall constitute one and the same instrument and shall be valid and
enforceable.

      


      Section
11.15.  Fees
and Costs.  Each Party shall pay their own costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby.

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      IN
WITNESS WHEREOF the Parties hereto have set their hand and seal as of the day
and year first above written.

      


      BRAZIL
GOLD
CORP.                                                                           RUSHEEN
HANDELS AG

      a Nevada
corporation                                                                                     a
Swiss Corporation

      


      


      


      By: “Phillip
Jennings”                                                                By: “John
Young” 

      Name:                      Phillip
Jennings                                                                           Name:
John Young

      Title:           Vice
President &
Director                                                                 Title:  Authorized
Signatory

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      EXHIBIT
A

      


      


      CERTIFICATION
FOR U.S. SECURITIES LAW COMPLIANCE – REGULATION S

       

      1.           In
connection with the execution of this Acquisition Agreement to which this
Certificate is attached, RUSHEEN HANDELS AG, a Swiss corporation (the
“Purchaser”), for itself and any of its assigns, hereby represents and warrants
to BRAZIL GOLD CORP., a Nevada corporation (the “Corporation”)
that:

       

       

      
        	
                (a)  

              	
                it
      is not a "U.S. person" (as such term is defined by Rule 902 of Regulation
      S under the U.S. Securities Act) and is not acquiring the Shares, directly
      or indirectly, for the account or benefit of any U.S.
    person.

              


      

       

      Rule 902
under the U.S. Securities Act, defines a "U.S. person" as:

       

      
        	
                 
      

              	
                (A)

              	
                any
      natural person resident in the United
States;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any
      partnership or corporation organized or incorporated under the laws of the
      United States;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                any
      estate of which any executor or administrator is a U.S.
      person;

              


      

       

      
        	
                 
      

              	
                (D)

              	
                any
      trust of which any trustee is a U.S.
person;

              


      

       

      
        	
                 
      

              	
                (E)

              	
                any
      agency or branch of a foreign entity located in the United
      States;

              


      

       

      
        	
                 
      

              	
                (F)

              	
                any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. person;

              


      

       

      
        	
                 
      

              	
                (G)

              	
                Any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States;
and

              


      

       

      
        	
                 
      

              	
                (H)

              	
                any
      partnership or corporation if:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                organized
      or incorporated under the laws of any foreign jurisdiction;
      and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                formed
      by a U.S. person principally for the purpose of investing in securities
      not registered under the Securities Act, unless it is organized or
      incorporated, and owned, by accredited investors (as defined in Rule
      501(a) under the Securities Act) who are not natural persons, estates or
      trusts.

              


      

       

      The
following are not "U.S. persons":

       

      
        	
                 
      

              	
                (A)

              	
                Any
      discretionary account or similar account (other than an estate or trust)
      held for the benefit or account of a non-U.S. person by a dealer or other
      professional fiduciary organized, incorporated, or (if an individual)
      resident in the United States;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                Any
      estate of which any professional fiduciary acting as executor or
      administrator is a U.S. person if:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                An
      executor or administrator of the estate who is not a U.S. person has sole
      or shared investment discretion with respect to the assets of the estate;
      and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                The
      estate is governed by foreign law;

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                (C)

              	
                Any
      trust of which any professional fiduciary acting as trustee is a U.S.
      person, if a trustee who is not a U.S. person has sole or shared
      investment discretion with respect to the trust assets, and no beneficiary
      of the trust (and no settlor if the trust is revocable) is a U.S.
      person;

              


      

       

      
        	
                 
      

              	
                (D)

              	
                An
      employee benefit plan established and administered in accordance with the
      law of a country other than the United States and customary practices and
      documentation of such country;

              


      

       

      
        	
                 
      

              	
                (E)

              	
                Any
      agency or branch of a U.S. person located outside the United States
      if:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                The
      agency or branch operates for valid business reasons;
  and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                The
      agency or branch is engaged in the business of insurance or banking and is
      subject to substantive insurance or banking regulation, respectively, in
      the jurisdiction where located; and

              


      

       

      
        	
                 
      

              	
                (F)

              	
                The
      International Monetary Fund, the International Bank for Reconstruction and
      Development, the Inter-American Development Bank, the Asian Development
      Bank, the African Development Bank, the United Nations, and their
      agencies, affiliates and pension plans, and any other similar
      international organizations, their agencies, affiliates and pension
      plans.

              


      

       

       

      
        	
                (b)

              	
                the
      offer and sale of the Shares was made in an "offshore transaction" (as
      defined under Regulation S under the U.S. Securities Act), in
      that:

              


      

       

       

      
        	
                 
      

              	
                (i)

              	
                the
      Purchaser was outside the United States at the time of the execution and
      delivery of this Subscription Agreement;
and

              


      

       

       

      
        	
                 
      

              	
                (ii)

              	
                the
      offer to sell the Shares was not made to the Purchaser in the United
      States.

              


      

       

       

      
        	
                (c)

              	
                the
      transaction contemplated by this Subscription Agreement (i) has not been
      pre-arranged with a purchaser located inside of the United States or who
      is a U.S. person, and (ii) is not part of a plan or scheme to evade the
      registration requirements of the U.S. Securities
  Act.

              


      

       

      
        	
                2.

              	
                The
      Purchaser hereby covenants that:

              


      

       

       

      
        	
                (a)

              	
                during
      the period prior to one year after the Closing (the " Restricted Period") it
      will not engage in hedging transactions with regard to the Shares unless
      such transactions are made in compliance with the U.S. Securities
      Act;

              


      

       

       

      
        	
                (b)

              	
                if
      it decides to offer, sell or otherwise transfer any of the Shares, it will
      not offer, sell or otherwise transfer any of such Shares directly or
      indirectly, unless:

              


      

       

       

      
        	
                 
      

              	
                (i)

              	
                the
      sale is to the Corporation;

              


      

       

       

      
        	
                 
      

              	
                (ii)

              	
                the
      sale is made outside the United States in a transaction meeting the
      requirements of Regulation S under the U.S. Securities Act and in
      compliance with applicable local laws and regulations; provided, however, that
      during the Restrictive Period no sale may be made in reliance on
      Regulation S to any U.S. person or for the account or benefit of a U.S.
      person (other than a distributor) and all purchasers of such Shares will
      be required to execute and deliver to the Corporation a certificate
      substantially in the form attached to this Subscription Agreement as
      Schedule "D" (Non-U.S. Person Certificate (for subsequent non-U.S.
      purchasers));

              


      

       

       

      
        	
                 
      

              	
                (iii)

              	
                the
      sale is made in the United States pursuant to the exemption from the
      registration requirements under the U.S. Securities Act provided by Rule
      144 thereunder and in accordance with any applicable state securities or
      "blue sky" laws, and the Purchaser has prior to such sale furnished to the
      Corporation an opinion of counsel reasonably satisfactory to the
      Corporation to the effect that such transaction does not require
      registration pursuant to Rule 144 under the U.S. Securities
      Act;

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      Shares are sold in the United States in a transaction that does not
      require registration under the U.S. Securities Act or any applicable state
      laws and regulations governing the offer and sale of securities, and the
      Purchaser has prior to such sale furnished to the Corporation an opinion
      of counsel reasonably satisfactory to the Corporation to the effect that
      such transaction does not require registration;
  or

              


      

       

       

      
        	
                 
      

              	
                (v)

              	
                the
      sale is made in the United States pursuant to an effective registration
      statement filed under the U.S. Securities
Act.

              


      

       

       

      
        	
                3.

              	
                The
      Purchaser hereby acknowledges and agrees
that:

              


      

       

       

      
        	
                (a)

              	
                the
      Shares are and will be "restricted securities" as that term is defined in
      Rule 144 under the U.S. Securities Act, and the certificates representing
      the Shares, as well as all certificates issued in exchange for or in
      substitution of the foregoing, until such time as is no longer required
      under the applicable requirements of the U.S. Securities Act or applicable
      state securities laws, will be subject to the terms of and bear, on the
      face of such certificate, a legend in substantially the following
      form:

              


      

       

      THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT") OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.
THESE SECURITIES ARE RESTRICTED SECURITIES (AS DEFINED UNDER RULE 144 UNDER THE
U.S. SECURITIES ACT) AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF FOR VALUE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT, PURSUANT TO
REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION THEREUNDER.

       

      DURING
THE PERIOD PRIOR TO NOVEMBER ___, 2010 [SIX MONTHS AFTER THE CLOSING]
(THE "RESTRICTED
PERIOD"), THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES, TO A U.S.
PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), OR FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON, EXCEPT PURSUANT TO REGISTRATION UNDER THE
U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
THEREUNDER. DURING THE RESTRICTED PERIOD HEDGING TRANSACTIONS INVOLVING THESE
AND ANY UNDERLYING SECURITIES MAY NOT BE CONDUCTED UNLESS SUCH TRANSACTIONS ARE
MADE IN COMPLIANCE WITH THE U.S. SECURITIES ACT.  THIS PARAGRAPH SHALL
HAVE NO FURTHER EFFECT SUBSEQUENT TO THE EXPIRATION OF THE RESTRICTED PERIOD AND
THEREAFTER MAY BE REMOVED.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                (b)

              	
                the
      Corporation will refuse to register any sale of Shares made in breach of
      the provisions hereof.

              


      

       

      
        	
                (c)

              	
                there
      may be material tax consequences to the Purchaser of an acquisition or
      disposition of the Shares. The Corporation gives no opinion and makes no
      representation with respect to the tax consequences to the Purchaser under
      United States, state, local or foreign tax law of the undersigned's
      acquisition or disposition of such
Shares.

              


      

       

      
        	
                (d)

              	
                the
      financial statements of the Corporation have been prepared in accordance
      with United States generally accepted accounting
    principles.

              


      

       

      
        	
                (e)

              	
                the
      Corporation may make a notation on its records or give instructions to its
      registrar(s) and transfer agent(s) in order to implement the restrictions
      on transfer set forth and described in this Certificate and the
      Subscription Agreement of which this Certificate is a
  part.

              


      

       

      
        	
                (f)

              	
                the
      enforcement of civil liabilities under the United States federal
      securities laws may be affected adversely by the fact that many of the
      Corporation's directors and officers are not residents of the United
      States and that most of or all of the assets of the Corporation are
      located outside of the United
States;

              


      

       

      
        	
                (g)

              	
                it
      has had an opportunity to review all the pertinent facts concerning the
      Corporation and has had access to such financial and other information
      concerning the Corporation as the Purchaser has considered necessary to
      make a decision to invest in the Shares and has availed itself of such
      opportunity to the full extent
desired;

              


      

       

      
        	
                (h)

              	
                it
      has personally communicated or been given the opportunity to ask questions
      of and receive answers from an executive officer of the Corporation
      regarding the business and financial affairs of the Corporation, its
      products and activities, and its plans for the future. The Purchaser
      acknowledges that if the Purchaser would like to further avail itself of
      the opportunity to ask additional questions of the Corporation, the
      Corporation has informed the Purchaser that it will make arrangements for
      such an opportunity on request.

              


      

       

      
        	
                (i)

              	
                it
      has been advised that no accountant or attorney engaged by the Corporation
      is acting as its representative, accountant, or
  attorney.

              


      

       

      
        	
                (j)

              	
                the
      Corporation will rely upon the truth and accuracy of the foregoing
      acknowledgements, representations, warranties and agreements, and the
      Purchaser irrevocably authorizes the Corporation to produce the same or a
      copy thereof to any interested party in any administrative or legal
      proceeding or official enquiry with respect to the matters set forth
      herein.  The Purchaser further agrees that if any of the
      acknowledgements, representations, warranties or agreements made herein is
      no longer accurate, it shall promptly notify the
    Corporation.

              


      

      


      


      Print
name of Purchaser

      


      By:                                                                

      Signature

      


      


      Title

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      EXHIBIT
B

      


      


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      Capital e Participações Ltda

                	
                  MANICORÉ/AM

                
	
                  880.068/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MANICORÉ/AM

                
	
                  880.070/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.071/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.072/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.073/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.074/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.075/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.076/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.078/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.079/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.080/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.081/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.082/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.083/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MANICORÉ/AM

                
	
                  880.084/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MANICORÉ/AM

                
	
                  880.086/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MANICORÉ/AM

                
	
                  880.102/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MANICORÉ/AM

                
	
                  880.103/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MANICORÉ/AM

                
	
                  880.121/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MANICORÉ/AM

                
	
                  880.122/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MANICORÉ/AM

                
	
                  880.127/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.166/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.203/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  BORBA/AM

                
	
                  880.204/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  BORBA/AM
      - MAUÉS/AM

                
	
                  880.205/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.206/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.207/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.265/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.266/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.267/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  880.268/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  MAUÉS/AM

                
	
                  886.101/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  ESPIGÃO
      D'OESTE/RO

                
	
                  886.108/2009

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  THEOBROMA/RO

                
	
                  886.109/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  THEOBROMA/RO

                
	
                  886.133/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  JI-PARANÁ/RO

                
	
                  886.142/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  ESPIGÃO
      D'OESTE/RO

                
	
                  886.143/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  CACOAL/RO-ESPIGÃO
      D'OESTE/RO

                
	
                  886.185/2008

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  THEOBROMA/RO

                
	
                  886.297/2006

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  ESPIGÃO
      D'OESTE/RO

                
	
                  886.317/2006

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  ESPIGÃO
      D'OESTE/RO

                
	
                  886.508/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  JI-PARANÁ/RO

                
	
                  886.514/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  THEOBROMA/RO

                
	
                  886.579/2007

                	
                  09.167.543/0001-72

                	
                  Amazônia
      Capital e Participações Ltda

                	
                  THEOBROMA/RO

                
	
                  851.155/2008

                	
                  310.118.568-83

                	
                  Milena
      Vieira Freire

                	
                  JACAREACANGA/PA
      - PARANAÍTA/MT

                
	
                  866.432/2009

                	
                  310.118.568-83

                	
                  Milena
      Vieira Freire

                	
                  COLNIZA/MT

                
	
                  866.510/2008

                	
                  310.118.568-83

                	
                  Milena
      Vieira Freire

                	
                  MARCELÂNDIA/MT

                
	
                  866.511/2008

                	
                  310.118.568-83

                	
                  Milena
      Vieira Freire

                	
                  NOVO
      MUNDO/MT

                
	
                  866.512/2008

                	
                  310.118.568-83

                	
                  Milena
      Vieira Freire

                	
                  MARCELÂNDIA/MT
      - TERRA NOVA DO NORTE/MT - PEIXOTO DE AZEVEDO/MT - NOVA SANTA
      HELENA/MT

                
	
                  886.076/2009

                	
                  310.118.568-83

                	
                  Milena
      Vieira Freire

                	
                  JARU/RO

                
	
                  886.323/2008

                	
                  310.118.568-83

                	
                  Milena
      Vieira Freire

                	
                  JARU/RO

                
	
                  886.465/2008

                	
                  310.118.568-83

                	
                  Milena
      Vieira Freire

                	
                  JARU/RO
      - MIRANTE DA SERRA/RO - GOVERNADOR JORGE TEIXEIRA/RO

                
	
                  866.440/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  NOVO
      MUNDO/MT

                
	
                  866.441/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  COTRIGUAÇU/MT

                
	
                  866.442/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  COTRIGUAÇU/MT
      NOVA BANDEIRANTES/MT

                
	
                  866.443/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  PARANAITA/MT

                
	
                  866.515/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  PARANAÍTA/MT

                
	
                  866.604/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  PARANATINGA/MT

                
	
                  866.605/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  PARANATINGA/MT

                
	
                  866.637/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  COLNIZA/MT

                
	
                  866.994/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  COLNIZA/MT

                
	
                  866.995/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  COLNIZA/MT

                
	
                  866.996/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  COLNIZA/MT

                
	
                  880.077/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MAUÉS/AM

                
	
                  880.085/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MANICORÉ/AM

                
	
                  880.087/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.088/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.089/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.090/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.091/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.092/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.093/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.094/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.095/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  NOVO
      ARIPUANÃ/AM

                
	
                  880.097/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MANICORÉ/AM
      - NOVO ARIPUANÃ/AM

                
	
                  880.098/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  NOVO
      ARIPUANÃ/AM

                
	
                  880.099/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  NOVO
      ARIPUANÃ/AM

                
	
                  880.100/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  NOVO
      ARIPUANÃ/AM

                
	
                  880.101/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MANICORÉ/AM-
      NOVO ARIPUANÃ/AM

                
	
                  880.104/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  NOVO
      ARIPUANÃ/AM

                
	
                  880.105/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MANICORÉ/AM
      - NOVO ARIPUANÃ/AM

                
	
                  880.106/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MANICORÉ/AM
      - NOVO ARIPUANÃ/AM

                
	
                  880.107/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.108/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.109/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.110/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.111/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.112/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.113/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  NOVO
      ARIPUANÃ/AM

                
	
                  880.114/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.115/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.116/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.117/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM
      - BORBA/AM

                
	
                  880.118/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  NOVO
      ARIPUANÃ/AM

                
	
                  880.119/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  NOVO
      ARIPUANÃ/AM

                
	
                  880.120/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.123/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.124/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.125/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MANICORÉ/AM
      - NOVO ARIPUANÃ/AM

                
	
                  880.126/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MANICORÉ/AM
      - NOVO ARIPUANÃ/AM

                
	
                  880.127/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.128/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MAUÉS/AM

                
	
                  880.128/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MAUÉS/AM

                
	
                  880.129/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM
      - BORBA/AM

                
	
                  880.130/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.131/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.132/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.133/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM

                
	
                  880.134/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  BORBA/AM
      - NOVO ARIPUANÃ/AM

                
	
                  880.135/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  NOVO
      ARIPUANÃ/AM

                
	
                  880.136/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  APUÍ/AM
      - NOVO ARIPUANÃ/AM

                
	
                  880.208/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.209/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.210/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.211/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.212/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.213/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.214/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.263/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.264/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.269/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.270/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.271/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.272/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.273/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.274/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.275/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.276/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.277/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.278/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  LÁBREA/AM

                
	
                  880.284/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MAUÉS/AM

                
	
                  880.403/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  MAUÉS/AM

                
	
                  886.057/2009

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  ARIQUEMES/RO

                
	
                  886.108/2008

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  THEOBROMA/RO

                
	
                  886.319/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  ARIQUEMES/RO
      - CACAULÂNDIA/RO

                
	
                  886.320/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  CACOAL/RO
      - CASTANHEIRAS/RO - ROLIM DE MOURA/RO

                
	
                  886.321/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  CASTANHEIRAS/RO
      - CACOAL/RO

                
	
                  886.322/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  CACOAL/RO

                
	
                  886.331/2006

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  ESPIGÃO
      D'OESTE/RO

                
	
                  886.371/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  XAPURI/AC

                
	
                  886.515/2007

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	
                  THEOBROMA/RO

                
	
                  980.026/2010

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	 
      
	
                  980.027/2010

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	 
      
	
                  980.046/2010

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	 
      
	
                  980.047/2010

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	 
      
	
                  980.140/2009

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	 
      
	
                  980.141/2009

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	 
      
	
                  980.142/2009

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva

                	 
      
	
                  980.143/2009

                	
                  020.291.355-42

                	
                  Raquel
      Correia da Silva