Cabral Gold Announces Final Closing of Over-Subscribed Private Placement

Vancouver, British Columbia–(Newsfile Corp. – April 29, 2024) – Cabral Gold Inc. (TSXV: CBR) (OTC Pink: CBGZF) (“Cabral” or the “Company”) is pleased to announce the final closing of its previously announced non-brokered private placement (the “Private Placement“). The Private Placement was oversubscribed and the Company has issued a total of 14,126,250 units (the “Units“) at a price of $0.16 per unit for gross proceeds of $2,260,200 pursuant to the Private Placement. The closing of the final tranche of the Private Placement, consisted of 2,457,500 Units for gross proceeds of $393,200.

Each Unit consists of one common share in the capital of the Company (a “Common Share“) and one half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant“). Each Warrant is exercisable for two years following closing of each individual tranche of the Private Placement and will entitle the holder to purchase one Common Share at an exercise price of $0.24.

The Company has incurred finder’s fees totaling $37,008 in connection with the Private Placement.

The Company intends to use the net proceeds from the Private Placement for advancing the ongoing Pre-feasibility study on the gold-in-oxide resources at the Cuiú Cuiú gold district and for general working capital purposes.

All securities issued in connection with the Private Placement are subject to a statutory hold period of four months, in accordance with applicable securities legislation and the policies of the TSX Venture Exchange.

Two directors of the Company participated in the Private Placement, acquiring an aggregate of 250,000 Units for a total of $40,000. Their participation constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company will be relying on exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1) (a) of MI 61-101, on the basis that the Company is not listed on specified markets and the fair market value of the securities issued to the related parties do not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report 21 days before closing of the Offering as the details of the insider participation were not known at that time.

About Cabral Gold Inc.

The Company is a junior resource company engaged in the identification, exploration and development of mineral properties, with a primary focus on gold properties located in Brazil. The Company has a 100% interest in the Cuiú Cuiú gold district located in the Tapajós Region, within the state of Pará in northern Brazil. Two main gold deposits have so far been defined at the Cuiú Cuiú project which contains National Instrument 43-101 compliant Indicated resources of 21.6Mt @ 0.87 g/t gold (604,000 oz) and Inferred resources of 19.8Mt @ 0.84 g/t gold (534,500 oz).

The Tapajós Gold Province is the site of the largest gold rush in Brazil’s history producing an estimated 30 to 50 million ounces of placer gold between 1978 and 1995. Cuiú Cuiú was the largest area of placer workings in the Tapajós and produced an estimated 2Moz of placer gold historically.

FOR FURTHER INFORMATION PLEASE CONTACT:

“Alan Carter”

President and Chief Executive Officer
Cabral Gold Inc.

Tel: 604.676.5660

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Guillermo Hughes, MAusIMM and FAIG., a consultant to the Company as well as a Qualified Person as defined by National Instrument 43-101, supervised the preparation of the technical information in this news release.

Forward-looking Statements

This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). The use of the words “will”, “expected” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. This news release contains forward-looking statements and assumptions pertaining to the following: use of proceeds. Actual use of proceeds may vary from the information provided herein depending on external circumstances such as market conditions and other relevant business objectives and opportunities that may arise. The Company believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS

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