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The Base Shelf Prospectus and the Prospectus Supplement are accessible through SEDAR+
All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.
Cabral Gold Inc. (TSXV: CBR,OTC:CBGZF) (OTCQX: CBGZF) (the "Company" or "Cabral") is pleased to announce it has closed its previously announced offering, on a bought deal basis, of 21,055,000 common shares of the Company ("Common Shares") at a price of C$0.95 per Common Share (the "Offering Price") for gross proceeds of C$20,002,250 (the "Offering").
The Offering was completed pursuant to an underwriting agreement (the "Underwriting Agreement") entered into among the Company, Stifel Nicolaus Canada Inc. as sole bookrunner and lead underwriter ("Stifel") and Paradigm Capital Inc. ("Paradigm", and together with Stifel, the "Underwriters"). In consideration for the services rendered by the Underwriters in connection with the Offering, the Company paid a cash commission of C$1,200,135 to the Underwriters, representing 6.0% of the gross proceeds of the Offering. The previously announced over-allotment option has not been exercised as of the date of this news release and may be exercised, in whole or in part, at any time up to 30 days following the closing of the Offering.
The Common Shares were offered by way of a prospectus supplement dated March 27, 2026 (the "Prospectus Supplement") in each of the provinces and territories of Canada (other than Quebec), in the United States to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and in other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation arises. The Prospectus Supplement and the corresponding base shelf prospectus dated April 4, 2025, and the documents incorporated by reference therein, are available electronically under the Company's profile on SEDAR+ at www.sedarplus.ca.
The Company intends to use the net proceeds of the Offering for the exploration and development of its mineral properties, and for general working capital purposes. No new Insiders and/or new Control Persons, as such terms are defined in the policies of the TSX Venture Exchange (the "TSXV"), were created at the closing of the Offering.
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 state in which such offer, solicitation or sale would be unlawful. The securities issued in connection with the Offering have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
ABOUT CABRAL GOLD
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. Three main gold deposits have so far been defined at the Cuiú Cuiú project which contain National Instrument ("NI") 43-101 compliant Indicated resources of 12.29Mt @ 1.14 g/t gold (450,200oz) in fresh basement material and 13.56Mt @ 0.50 g/t gold (216,182oz) in oxide material. The project also contains Inferred resources of 13.63Mt @ 1.04 g/t gold (455,100oz) in fresh basement material and 6.4Mt @ 0.34 g/t gold (70,569oz) in oxide material. The resource estimate for the primary material is based on the NI 43-101 technical report dated October 12, 2022. The resource estimate for the oxide material at PDM and MG is based on a NI 43-101 technical report dated October 21, 2024. The resource estimate for the oxide material at Central and Machichie is based on a NI43-101 technical report ("Updated PFS") dated July 29, 2025.
The Tapajós Gold Province is the site of the largest gold rush in Brazil's history which according to the ANM (Agência Nacional de Mineração or National Mining Agency of Brazil) produced 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.
On behalf of the Board of Directors of Cabral Gold Inc.
"Alan Carter"
President and Chief Executive Officer
Ph: 604.676.5660
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains certain "forward-looking statements" and "forward-looking information" under applicable Canadian and United States securities laws concerning the Company and the Offering. Forward-looking statements and forward-looking information include, but are not limited to: the over-allotment option; and the intended use of proceeds from the Offering. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "anticipates," "may," "can," "plans," "believes," "estimates," "expects," "projects," "targets," "intends," "likely," "will," "should," "to be", "potential" and other similar words, or statements that certain events or conditions "may", "should" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.
Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include: fluctuating commodity prices and currency exchange rates; the possibility of project cost overruns or unanticipated costs and expenses; labour disputes and other risks of the mining industry; and failure of plant, equipment or processes to operate as anticipated. These factors are discussed in greater detail in the Company's most recent Annual Information Form and in the most recent MD&A filed on SEDAR+, which also provide additional general assumptions in connection with these statements. The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.
Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTIONÂ
TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290978
