Cabral Gold Inc. (CBR.V): Announces Closing of Approximately $3,000,000 Private Placement Financing

Vancouver, British Columbia–(Newsfile Corp. – June 28, 2022) – Cabral Gold Inc. (TSXV: CBR) (OTC Pink: CBGZF) (“Cabral” or the “Company“) is pleased to announce the closing of its previously announced brokered private placement, consisting of a total of 10,038,358 units of the Company (each, a “Unit“, and collectively the “Units“), at a price of $0.30 per Unit for aggregate gross proceeds to the Company of approximately $3,011,507.40 (the “Offering“). The Offering was led by Paradigm Capital Inc. as lead agent and sole bookrunner (the “Lead Agent“) on behalf of a syndicate of agents including Cormark Securities Inc., Research Capital Corporation and Roth Canada Inc. (together with the Lead Agent, the “Agents“).

Each Unit consists of one common share in the capital of the Company (a “Common Share“) and one common share purchase warrant of the Company (a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.50 per Common Share for a period of 24 months after the closing of the Offering. (the “Closing“).

The Offering was previously announced by the Company on June 8, 2022, at which time it was proposed that the Lead Agent offer, on a best efforts private placement basis, for sale up to 10,000,000 Units of the Company at a price of $0.30 per Unit for aggregate gross proceeds of up to $3.0 million. In connection with the Offering, the Lead Agent exercised its over-allotment option for additional gross proceeds of $11,507.40.

The Company intends to use the net proceeds from the Offering for exploration and development activities, and general working capital purposes.

Officers and directors of Cabral subscribed in the Offering for a total of 480,000 Common Shares for gross proceeds of $144,000. The participation of officers and directors of Cabral in the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) as the fair market value of the officers’ and directors’ participation is not more than 25% of the Company’s market capitalization.

In connection with the Offering, the Agents received a cash commission equal to 6.0% of the gross proceeds of the Offering (including on any exercise of the Over-Allotment Option), subject to a reduced cash commission equal to 3.0% in respect of any sales of Units to purchasers on a president’s list provided by the Company to the Agents. In addition, the Company also issued to the Agents that number of compensation options (the “Compensation Options“) that is equal to 6.0% of the Units issued under the Offering (including on any exercise of the Over-Allotment Option), subject to a reduced number of Compensation Options equal to 3.0% in respect of any sales of Units to purchasers on the president’s list, each exercisable for one Common Share at $0.30 for a period of 24 months after Closing.

The securities issued in connection with the Offering will be subject to a hold period of four months and one day from Closing, expiring October 29, 2022, in accordance with applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

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 gold deposits have so far been defined at Cuiú Cuiú and contain 43-101 compliant Indicated resources of 5.9Mt @ 0.90 g/t (200,000 oz) and Inferred resources of 19.5Mt @ 1.24 g/t (800,000 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.

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: filing of a technical report with the securities regulators and closing of the Offering. . Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. 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 RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.