Cabral Gold Inc. (CBR.V): Closes $11.5 Million Bought Deal Public Offering of Units, Including Full Exercise of Over-Allotment Option

Vancouver, British Columbia–(Newsfile Corp. – July 6, 2021) – Cabral Gold Inc. (TSXV: CBR) (OTC Pink: CBGZF) (“Cabral” or the “Company“) is pleased to announce that it has closed its previously announced bought deal prospectus offering. The Company sold an aggregate of 21,298,000 units (the “Units“), which includes the exercise in full of the underwriters’ over-allotment option, at a price of $0.54 per Unit for aggregate gross proceeds of $11,500,920 (the “Offering“).

Each Unit is comprised of one common share of the Company (a “Common Share“) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Warrant“). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.80 per Common Share until July 6, 2023, subject to the terms of a warrant indenture dated July 6, 2021 between the Company and Computershare Trust Company of Canada as warrant agent (the “Warrant Indenture“). A copy of the Warrant Indenture will be available under the Company’s profile at www.sedar.com.

The Offering was led by Cormark Securities Inc. as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters including Stifel Nicolaus Canada Inc., Paradigm Capital Inc., and Research Capital Corporation (together, the “Underwriters“). In consideration for the services provided by the Underwriters in connection with the Offering, the Company paid the Underwriters a cash commission of $562,852.85 and issued to the Underwriters an aggregate of 1,042,320 underwriters’ warrants (the “Underwriters’ Warrants“). Each Underwriters’ Warrant is exercisable into one Common Share at $0.54 per share until July 6, 2023.

The Units issued under the Offering were offered (i) by way of a short form prospectus dated June 28, 2021 (the “Prospectus“) filed in the provinces of British Columbia, Alberta, and Ontario, (ii) on a private placement basis in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), and applicable state securities laws; and (iii) in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction. A copy of the Prospectus is available under the Company’s profile on www.sedar.com.

The net proceeds of the Offering shall be used for the advancement of the Company’s Cuiú Cuiú Project and for working capital and general corporate purposes, as further described in the Prospectus.

In connection with the filing of the Prospectus, the Company filed an amended technical report entitled, “Technical Report on the Cuiú Cuiú Project, Recent Exploration and a Mineral Resources Estimate, Para State, North-Central Brazil,” dated March 25, 2021, as amended on June 28, 2021 with an effective date of June 19, 2021 (the “Technical Report“), which was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“). A copy of the Technical Report is available under the Company’s profile on www.sedar.com.

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 @ 0.90g/t (200,000 oz) and Inferred resources of 19.5Mt @ 1.24g/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 placer gold camp 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 (the “TSXV“) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of 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”, “shall” “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: the Offering and the use of proceeds 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. Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management’s expectations only as of the date of this press release. The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Not for distribution to United States newswire services or for dissemination in the United States