BRAZAURO RESOURCES CORPORATION
16360 Park Ten Place, Suite 217
Houston, TX 77084

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Item 1

Name and Address of Company

Item 2

Date of Material Change

Item 3

News Release

Issued December 10, 2009 and distributed through the facilities of Business Wire.

Item 4

Summary of Material Change

The Company announced that it has entered in to a definitive Option Agreement to acquire the Água Branca property from Talon Metal Corp.’s Brazilian subsidiary. Água Branca consists of approximately 9,356 hectares of Exploration Licenses in the Tapajós region of Pará State, Brazil.

Item 5

Full Description of Material Change

5.1

Full Description of Material Change

5.2

Disclosure for Restructuring Transactions

Item 6

Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Item 7

Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8

Executive Officer

Contact:

Mark E. Jones III, Chairman and CEO

Telephone:

(281) 579-3400

Item 9

Date of Report

December 10, 2009

Trading Symbol: BZO-TSXV

Brazauro Concludes Acquisition of Água Branca Property From Talon Metals Corp.

Reinforces Exploration and Development Property Opportunities In Prodigious Tapajós Region Of Brazil

Houston, TX – Brazauro Resources Corp. (TSXV: BZO) is pleased to announce that it has entered in to a definitive Option Agreement to acquire the Água Branca property from Talon Metal’s Brazilian subsidiary. Água Branca consists of approximately 9,356 hectares of Exploration Licenses in the Tapajós region of Pará State, Brazil.

The Água Branca property is one of the largest and oldest alluvial and hard rock garimpos, or informal mining camps, in the Tapajós mineral province. The new Property is located approximately 35 kilometers south of Brazauro’s flagship Tocantinzinho gold deposit in the well-known Tocantinzinho-Cuiu Cuiu gold belt. Like Tocantinzinho, Água Branca is located in the gold fertile Parauari granite. The Property is accessible by road year-round.

Brazauro plans to carry out an initial soil sampling program over the Property targets in the first quarter of 2010 followed immediately thereafter by a comprehensive drilling program. A camp is in place and a team of professionals is ready to begin work after the Christmas holiday.

Brazuaro paid Talon US$60,000 on execution with an additional US$60,000 due upon publication of the exploration licenses by the Brazilian National Department of Mineral Production (“DNPM”) which is expected on or before February 26, 2010. Two subsequent option payments of US$130,000 and US$1,870,000 are due on December 31, 2010 and September 30, 2011, respectively. Brazauro has also committed to perform a minimum of US$500,000 per year for each of the first two years following renewal of the exploration licenses by DNPM. The development expenditure obligations are cumulative and aggregate against the overall US$1 million obligation. Talon retains a 2% net smelter royalty which Brazauro can purchase for US$2,000,000.

Chairman and CEO Mark Jones said, “Brazauro believes in the mineral potential of the Tapajós and this acquisition of Água Branca reinforces that fact. Further, it solidifies our land position in this gold rich region of the Pará State of Brazil. We look forward to rapidly examining this asset and bringing forward results in 2010.

Mark E. Jones III

Chairman, CEO Brazauro Resources Corporation

Mark Jones, Chairman

Ph: 281-579-3400

info@brazauroresources.com

www.brazauroresources.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts 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. Certain statements contained in this press release may 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. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.