Brazauro Resources Corporation Board of Directors Approves Adoption of Shareholder Rights Plan

HOUSTON--(BUSINESS WIRE)--Brazauro Resources Corporation (the "Company" or "Brazauro") (TSX-V: BZO.V) announced today that its board of directors has approved the adoption of a Shareholder Rights Plan (the "Rights Plan"). The Company intends to seek shareholder ratification of the Rights Plan at the next meeting of the Company's shareholders. If the Rights Plan is ratified by the shareholders within six months of the date of adoption, it will have an initial term which expires at the annual general meeting of shareholders of the Company to be held in 2012, unless terminated earlier. The Rights Plan may be extended beyond 2012 by resolution of shareholders at such meeting. The TSX Venture Exchange has accepted for filing the Rights Plan, subject to shareholder ratification.

The Rights Plan has been implemented by way of a rights plan agreement (the "Rights Plan Agreement") which has been designed to protect shareholders from unfair, abusive or coercive take-over strategies including the acquisition of control of the Company by a bidder in a transaction or series of transactions that may not treat all shareholders fairly nor afford all shareholders an equal opportunity to share in the premium paid upon an acquisition of control. The board of directors of the Company (the "Board") considers that the adoption of the Rights Plan is desirable and in the interests of all of the Company's shareholders. The Rights Plan Agreement was adopted to ensure equal treatment of shareholders and to provide the Board with sufficient time, in the event of a take-over bid or tender offer for voting shares of the Company, to pursue alternatives which could enhance shareholder value. These alternatives could involve the review of other take-over bids or offers from other interested parties to provide shareholders desiring to sell the Company's common shares with the best opportunity to realize the maximum sale price for their shares. In addition, with sufficient time, the Board would be able to explore and, if feasible, advance alternatives to maximize share value through possible corporate reorganization or restructuring. The directors need time to consider, and if appropriate, pursue such alternatives.

Effective at 12:01 a.m. November 28, 2008, rights (the "Rights") will be issued and attached to all of Brazauro's outstanding common shares. A separate rights certificate will not be issued until such time as the Rights become exercisable. The Rights will become exercisable if a person, together with its affiliates, associates and any other person with whom such person is acting jointly or in concert (determined in accordance with the Rights Plan), acquires or announces its intention to acquire beneficial ownership of voting shares of the Company which when aggregated with its current holdings total 20% or more of the outstanding voting shares (determined in the manner set out in the Rights Plan), other than pursuant to a Permitted Bid or as a result of certain other transactions specified in the Rights Plan. Subject to the occurrence of certain events as set forth in the Rights Plan, the Rights will permit the holder to purchase common shares of the Company at a 50% discount to their market price (as defined in the Rights Plan Agreement). The Rights Plan contemplates the grandfathering of any Person that at the record time beneficially owns 20% or more of the outstanding voting shares of the Company, subject to certain conditions. The Company is not aware of any Person in that category.

The Rights Plan will not be triggered by a "Permitted Bid" which is defined as a bid which is outstanding for a minimum of 60 days, is made to all of the shareholders of the Company for all of their common shares and, in addition to other specified conditions (as detailed in the Rights Plan), is accepted by a majority of independent shareholders.

The Company has no knowledge of any pending or threatened takeover bid for the Company, and has no reason to believe that any takeover offer for the Company's shares is imminent.

A copy of the Rights Plan has been filed under the Company's profile at www.sedar.com.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Statements contained in this press release respecting the intended use of the proceeds of the private placement, constitute forward-looking statements under Canadian securities legislation which are not historical facts and are made pursuant to the "safe harbour" provisions under the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based upon the Company's reasonable expectations and business plan at the date hereof, which are subject to change depending on economic, political and competitive circumstances and contingencies. Readers are cautioned that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause a change in such assumptions and the actual outcomes and estimates to be materially different from those estimated or anticipated future results, achievements or position expressed or implied by those forward-looking statements. Risks, uncertainties and other factors that could cause the Company's plans to change include changes in demand for and price of gold and other commodities (such as fuel and electricity) and currencies; changes or disruptions in the securities markets; legislative, political or economic developments in Brazil; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of the company’s projects; risks of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining or development activities; the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves and resources; and the risks involved in the exploration, development and mining business.

Brazauro disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Brazauro Resources Corporation
Chairman
Mark Jones, 281-579-3400
info@brazauroresources.com
www.brazauroresources.com