Cerrado Gold Announces Filing of Circular and Provides Update

Cerrado Gold Announces Filing of Circular and Provides Update

  • Proxy related materials filed in relation to annual and special meeting of shareholders scheduled for June 27
  • Audited annual financial statements expected to be completed this week
  • Third advance of US$7 million under the Signing Loan with subsidiary of Hochschild Mining PLC ("Hochschild") to be received two business days following the satisfaction of all conditions precedent, including the issuance of financial statements

Cerrado Gold Inc. [TSX.V:CERT][OTCQX:CRDOF] ("Cerrado" or the "Company") announces that it has filed proxy related materials, including its notice of annual and special meeting of shareholders and management information circular (collectively, the "Meeting Materials") on SEDAR+ at www.sedarplus.com in respect of its annual and special meeting of shareholders to be held on June 27, 2024 (the "Shareholder Meeting"). The Meeting Materials were mailed on June 5 to shareholders of record as of May 22, 2024

The Company also announces that it anticipates filing this week its audited annual financial statements and management's discussion and analysis for the year ended December 31, 2023 (the "Financial Statements"). Filing the Financial Statements is one of the conditions to receiving payment of the third advance of US$7 million (the "Third Advance") from Amarillo Mineração do Brasil Ltda. ("Amarillo"), a wholly-owned subsidiary of Hochschild. Receipt of the Third Advance is subject to, and is expected to be received two business days following, satisfaction of all conditions which, as of the date hereof, the Company believes have been satisfied other than with respect to filing the Financial Statements. Funds received from the Third Advance will be used to fund immediate obligations of Cerrado and ongoing corporate G&A.

Cerrado has granted to Amarillo the option to purchase a 100% interest in the Company's Monte Do Carmo project located in the State of Tocantins, Brazil (the "Proposed Transaction"), for total consideration of US$60 million (approximately C$80 million) (the "Purchase Price"), subject to the fulfilment of certain conditions.

The Third Advance will complete the total US$15 million initially advanced by way of a 10% interest-bearing secured loan (the "Signing Loan"). Upon Cerrado obtaining shareholder approval for the Proposed Transaction at the Shareholder Meeting, the Signing Loan, together with all accrued and unpaid interest thereon and expenses relating thereto, shall be deemed to be repaid in full by Cerrado by the concurrent set off of an amount equal to the Signing Loan due by Amarillo as part of the Purchase Price. If Cerrado fails to secure the Cerrado Shareholder Approval on or before June 30, 2024, the Signing Loan will mature on September 30, 2024, however Hochschild shall be entitled, in its sole discretion, to accelerate the Signing Loan as early as July 1, 2024.

About Cerrado

Cerrado Gold is a Toronto-based gold production, development, and exploration company focused on gold projects in South America. The Company is the 100% owner of both the producing Minera Don Nicolás and Las Calandrias mine in Santa Cruz province, Argentina, and the highly prospective Monte Do Carmo development project, located in Tocantins State, Brazil. In Canada, Cerrado Gold is developing it's 100% owned Mont Sorcier Iron Ore and Vanadium project located outside of Chibougamou, Quebec.

In Argentina, Cerrado is maximizing asset value at its Minera Don Nicolas operation through continued operational optimization and is growing production through its operations at the Las Calandrias Heap Leach project. An extensive campaign of exploration is ongoing to further unlock potential resources in our highly prospective land package in the heart of the Deseado Masiff.

In Canada, Cerrado holds a 100% interest in the Mont Sorcier Iron Ore and Vanadium project, which has the potential to produce a premium iron ore concentrate over a long mine life at low operating costs and low capital intensity. Furthermore, its high grade and high purity product facilitates the migration of steel producers from blast furnaces to electric arc furnaces contributing to the decarbonisation of the industry and the achievement of SDG goals.

For more information about Cerrado please visit our website at: www.cerradogold.com.

Mark Brennan
CEO and Chairman

Mike McAllister
Vice President, Investor Relations
Tel: +1-647-805-5662
mmcallister@cerradogold.com

Disclaimer

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This press release contains statements that constitute "forward-looking information" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements contained in this press release include, without limitation, statements regarding the business and operations of Cerrado, the Shareholder Meeting and the Proposed Transaction. In making the forward- looking statements contained in this press release, Cerrado has made certain assumptions. Although Cerrado believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Cerrado disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

SOURCE: Cerrado Gold Inc.



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Cerrado Gold Povides Update on Cease Trade Order

Cerrado Gold Povides Update on Cease Trade Order

Cerrado Gold Inc. (TSX.V:CERT)(OTCQX:CRDOF) ("Cerrado" or the "Company") is providing this update on the status of the cease trade order (the "CTO") imposed on May 7, 2024 by its principal regulator, the Ontario Securities Commission (the "OSC"), under National Policy 11-207, following the Company's failure to file its audited annual financial statements and accompanying management's discussion and analysis for the year ended December 31, 2023 and related filings (collectively, the "Annual Filings"). Under National Instrument 51-102, the Annual Filings were required to be filed by April 29, 2024

Company management continues to work diligently with its auditors, KPMG LLP, to complete the Annual Filings. The Company currently expects the Annual Filings to be completed and filed on or about June 6, 2024.

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Cerrado Gold Inc. (TSX.V:CERT)(OTCQX:CRDOF) ("Cerrado" or the "Company") is providing an update on the status of the cease trade order (the "CTO") imposed on May 7, 2024, the Ontario Securities Commission (the "OSC"), under National Policy 11-207, following the Company's failure to file its audited annual financial statements for the year ended December 31, 2023, its management's discussion and analysis of financial statements for the year ended December 31, 2023, its annual information form for the year ended December 31, 2023, and related filings (collectively, the "Required Annual Filings"). Under National Instrument 51-102, the Required Annual Filings were required to be made by April 29, 2024

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Cerrado Gold Inc. (TSXV:CERT)(OTCQX:CRDOF) ("Cerrado" or the "Company") announces that the Ontario Securities Commission (the "OSC") has issued a failure to file cease trade order ("FFCTO") prohibiting the trading by any person of any securities of the Company in Canada

The FFCTO was issued as a result of the Company's delay in filing its annual financial statements and accompanying management's discussion and analysis for the fiscal year ended December 31, 2023 (the "Annual Filings") by April 29, 2024 in accordance with applicable Canadian securities laws.

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Cerrado Gold Announces Receipt of Second Advance Under Secured Loan From Subsidiary of Hochschild Mining PLC

Cerrado Gold Announces Receipt of Second Advance Under Secured Loan From Subsidiary of Hochschild Mining PLC

  • US$1 million received as second advance of Signing Loan under option agreement with Hochschild Mining Plc ("Hochschild").
  • Total of US$8 million received with remaining US$7 million expected to be advanced in June.
  • Funds received to-date addressed short-term capital needs in Argentina and will continue to support deleveraging.

Cerrado Gold Inc. (TSX.V:CERT)(OTCQX:CRDOF) ("Cerrado" or the "Company") announces receipt of the second advance of US$1 million under the signing loan entered into with Amarillo Mineração do Brasil Ltda. ("Amarillo") a wholly-owned subsidiary of Hochschild Mining PLC ("Hochschild"), whereby Cerrado has granted to Amarillo the option to purchase a 100% interest in the Company's Monte Do Carmo project located in the State of Tocantins, Brazil (the "Proposed Transaction"), for total consideration of US$60 million, as announced on March 5, 2024

A total of US$15 million is expected to be advanced by way of a 10% interest-bearing secured loan (the "Signing Loan"), of which US$8 million has now been advanced. The balance of US$7 million is expected to be advanced within two days following the mailing by Cerrado to its shareholders of a notice of meeting and management information circular in connection with a meeting to approve the Proposed Transaction to be held on June 27, 2024 (the "Cerrado Shareholder Approval"). Cerrado expects to mail the management information circular not later than June 5, 2024. Upon obtaining Cerrado Shareholder Approval, the Signing Loan, together with all accrued and unpaid interest thereon and expenses relating thereto, shall be deemed to be repaid in full by Cerrado by the concurrent set off of an amount equal to the Signing Loan due by Amarillo as part of the Purchase Price. If Cerrado fails to secure the Cerrado Shareholder Approval on or before June 30, 2024, the Signing Loan will mature on September 30, 2024.

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Cerrado Gold Announces Q1 Gold Production Results for Its Minera Don Nicolas Mine in Argentina

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  • Calandrias Norte production in March driving improved production growth.
  • Focus for 2024 remains on delivering strong cash flow and rebuilding the balance sheet with exploration focused on mine life extension.
  • Management currently developing a longer-term production plan for Argentina.

Cerrado Gold Inc. (TSXV:CERT)(OTCQX:CRDOF) ("Cerrado" or the "Company") announces production results for the first quarter of 2024 ("Q1 2024") from the Minera Don Nicolas Mine in Santa Cruz Province, Argentina ("MDN"). Full first quarter financial results are expected to be released in May 2024

Q1 Operating Highlights

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B2Gold Releases its Ninth Annual Responsible Mining Report and its Fourth Annual Climate Strategy Report

B2Gold Releases its Ninth Annual Responsible Mining Report and its Fourth Annual Climate Strategy Report

B2Gold Corp. (TSX: BTO) (NYSE AMERICAN: BTG) (NSX: B2G) ("B2Gold" or the "Company") is pleased to announce that it has published its ninth annual Responsible Mining Report entitled "Raising the Bar" (the "Report"), which details B2Gold's global economic contributions and its environmental, social, and governance ("ESG") management practices, together with the Company's performance against key indicators in 2024. Highlights of the Report are presented below, and full details are outlined in the Report, which is available to view or download at the link provided below. All dollar figures are in United States dollars unless otherwise indicated.

B2Gold is also pleased to announce that it has published its 2024 Climate Strategy Update. The Climate Strategy Update presents stakeholders with information on how B2Gold manages its climate-related risks and impacts and is the Company's fourth annual report in line with the recommendations of the Task Force on Climate-related Financial Disclosures.

To view or download a copy of the Responsible Mining Report and Climate Strategy Update, and all other documents referred to in this press release, please visit www.b2gold.com/sustainability/esg-reporting-portal

In announcing the release of the Report and the Climate Strategy Update, Clive Johnson, President & CEO of B2Gold, states "As I reflect on the achievements and challenges of the past year, I am particularly proud of the dedication of our people, who continue to drive B2Gold forward. We have successfully navigated dynamic capital markets, regulatory changes, and evolving ESG expectations while maintaining our high standards of responsible mining. Together, we strive to continue to create long-term value for all of our stakeholders, while upholding the level of operational excellence, environmental stewardship, and social responsibility that define B2Gold."

Highlights from the 2024 "Raising the Bar" Responsible Mining Report

Economic Contribution

As a responsible gold miner, B2Gold aims to create and distribute economic value among its stakeholders. B2Gold's economic performance is measured by the economic value that it generates for others, including payments to governments through taxes and royalties, local hiring and procurement and investment in communities. In 2024, B2Gold:

  • Achieved total consolidated gold production of 804,778 ounces (including 19,644 ounces of attributable production from Calibre Mining Corp.);

  • Generated $1.9 billion in annual revenue;

  • Paid $283 million in employee wages and benefits;

  • Invested $12.8 million in its local communities 1 ; and

  • Paid $564 million to governments (through taxes and royalties).

B2Gold is committed to maximizing local and national economic benefits from its contracting and purchasing. The Company is conscious of the high priority that host communities and governments place on local procurement. In sourcing the goods and services necessary to run its operations, B2Gold gives preference to local businesses where possible, provided they meet minimum safety, quality, ethical, and cost requirements. In 2024, over $600 million of goods and services were procured from local and host-country businesses. Several 2024 success stories are outlined in the Report.

People

As a reputable corporate citizen, B2Gold generates national employment and opportunities for people to develop their careers, trains employees to acquire new skills, and opens doors to women, under-represented groups and previously disadvantaged people. The Company fosters positive and productive engagement with employees, provides safe workplaces, and believes that investing in people attracts and retains talented individuals and assists in their abilities to provide for themselves, their families and their futures.

At the end of 2024, B2Gold employed 6,478 2 people across all operations. The Company continues to maintain high local employment rates by targeting recruitment efforts at regional and national levels. Across all operations, 97% of the total workforce, and 58% of Senior Management 3 were comprised of national 4 employees.

B2Gold values a diverse workforce. In recent years, the Company has made significant strides in advancing its Equity, Diversity and Inclusion initiatives. In 2021, the adoption of a Diversity Policy by the Company's Board established a target of 30% female representation on the Board and in management-level positions, underscoring its commitment to promoting and achieving gender diversity at all levels of the organization. B2Gold is pleased to report that as of the end of 2024, 40% of Company directors identify as gender diverse.

Health and Safety

As a result of B2Gold's focus on injury prevention, the Company is once again pleased to report that for the ninth consecutive year, it has maintained a zero-fatality workplace. Additionally, B2Gold's injury rates remain amongst the lowest in the mining industry, with a Lost Time Injury Frequency Rate of 0.05 5 in 2024. These achievements underscore the Company's position as a leader in safety performance within the industry.

Communities

B2Gold maintains its social licence to operate by building trust-based relationships, actively engaging with stakeholders, and implementing community investment activities based on local ownership and development priorities. Highlights of the 2024 community investment programs include:

  • At the Fekola Complex, the 70-hectare Goungoubato Agricultural Project is supporting over 250 households affected by resettlement, directly addressing food insecurity whilst fostering small- and medium-sized enterprise growth through newly formed farmers' associations. Additionally, B2Gold continued its partnership with Global Affairs Canada and its support of the FEMA Project, which aims to improve conditions for women and children living in artisanal mining communities within the Fekola Mine's area of influence. The FEMA Project was initiated in March 2022 and will continue until 2027.

  • At the Masbate Gold Project, investment continued to focus on education, access to health services and facilities, and programs that enhance local economic opportunities, including skills training and small enterprise support. The Training for Employment Program reached its fifth year of partnership in 2024 and remains a powerful driver of economic mobility by equipping individuals with the skills and training needed to build sustainable livelihoods. Over the lifetime of the project, 1,521 individuals have received training and over 600 participants have secured employment.

  • At the Otjikoto Mine, B2Gold Namibia achieved significant milestones that reflect the Company's commitment to meeting critical needs, supporting long-term development, and fostering resilience beyond the life of the mine. Notable achievements include the completion of the Ombili Clinic, which will improve access to healthcare in the region, and the Otavi Water Project, which enhances water security through the construction of a tower and water distribution system.

  • At the Back River Gold District, B2Gold Nunavut continues to strengthen its close relationships with the Kitikmeot Inuit Association and communities across Canada's Arctic. The Company is investing in collaborative projects throughout the Kitikmeot region that promote community wellness, support youth through sports, recreation, and education, and advance initiatives focused on women and Elders. A standout initiative is the Inuit Workplace Experience Program, delivered in partnership with the Redfish Arts Society, which provides Kitikmeot Inuit youth with hands-on training in welding and fabrication—equipping them with valuable skills for employment in Nunavut's growing mineral development sector. B2Gold Nunavut remains committed to working alongside the Kitikmeot Inuit Association to advance further initiatives that ensure the benefits of the Back River Gold District reach the communities of Cambridge Bay, Kugluktuk, Gjoa Haven, Taloyoak, and Kugaaruk.

Environment

B2Gold's remains firmly committed to reducing greenhouse gas ("GHG") emissions, with a target to reduce Scope 1 and 2 emissions by 30% by 2030 against a 2021 baseline. The completion of the Fekola solar plant expansion in early 2025 underscores this commitment by advancing the decarbonization of operations through innovative and sustainable energy solutions. The expanded Fekola facility is expected to supply approximately 30% of the site's electricity demand and reduce annual emissions by an estimated 63,000 tonnes of carbon dioxide equivalent (CO 2 e).

Approach to Reporting

B2Gold is committed to the transparency of its sustainability risks, management and performance. The Report is aligned with the Global Reporting Initiative Sustainability Reporting Standards and the Sustainability Accounting Standards Board Mining and Metals Sustainability Accounting Standard . The Company firmly believes that the mining industry has an opportunity to contribute positively to the United Nations Sustainable Development Goals and it has reported its contribution in this regard since 2018.

Highlights from the 2024 Climate Strategy Update

2024 Highlights

  • B2Gold is committed to a GHG emissions reduction target of a 30% reduction in Scope 1 and 2 emissions by 2030 against a 2021 baseline.

  • The Company continued evaluation of financial impacts of key climate risks identified at sites during previous climate scenario analysis workshops.

  • The total Scope 1 and 2 GHG emissions (for the Fekola, Masbate and Otjikoto operations) remained relatively stable in 2024, with a slight decrease to an estimated 699 thousand tonnes CO 2 e compared to 701 thousand tonnes in 2023. The Company's consolidated GHG emissions intensity was 0.89 tonnes CO 2 e per gold ounce produced in 2024 (compared with 0.71 in 2023), a modest increase driven in part by a reduction in total gold production.

  • The proportion of electricity consumed at B2Gold operations from renewable sources was 21.7% in 2024. At Otjikoto, the proportion of electricity consumed from renewable sources was over 70%.

Looking Forward – 2025 and Beyond

In 2025, B2Gold looks forward to strengthening its global partnerships and deepening its commitment to the diverse communities in which it operates. The Company will continue investing in initiatives that expand vocational training and promote job creation, improve access to education, and enhance healthcare services. B2Gold believes that by building local capacity and fostering strong alignment among governments, communities, stakeholders, and the Company, it can help create resilient, healthy, and prosperous communities throughout the mining lifecycle.

As part of its climate strategy, B2Gold will continue to advance renewable energy initiatives across its operations, supporting its target to reduce Scope 1 and 2 GHG emissions by 30% by 2030 against a 2021 baseline. At the Masbate Gold Project, an 8.2-megawatt ("MW") solar plant is scheduled for installation in 2025, which will further reduce emissions and heavy fuel oil ("HFO") consumption. In Nunavut, following regulatory approvals received in 2024, B2Gold is finalizing project plans and environmental commitments for the proposed Back River Energy Centre—a renewable energy facility that could include up to thirteen wind turbines, solar panels, and battery storage, with the potential to deliver more than 55 MW of clean energy. This facility is expected to significantly reduce reliance on HFO, as well as the number of fuel barges and fuel truck trips along the winter ice road.

Beyond increasing the share of renewable energy in its operations, B2Gold is actively assessing a range of additional carbon reduction opportunities, including energy efficiency improvements, the use of alternative fuels, and optimization of materials movement. The Company remains committed to innovation by working closely with industry-leading partners and staying prepared to adopt emerging technologies that align with its decarbonization goals.

About B2Gold

B2Gold is a responsible international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines, the Goose Project under construction in northern Canada and numerous development and exploration projects in various countries including Mali, Colombia and Finland.

ON BEHALF OF B2Gold Corp.

"Clive T. Johnson"
President and Chief Executive Officer

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Refinery Settlement   #2
LBS. (WET) 265
MOISTURE 16.20%
LBS (DRY) 222
DST 0.111
Au oz/dst 5.614
Ag oz/dst 2.506
Au: 0.623 oz
Ag: 0.278 oz
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Ag $32.50
Total Value $1,836.88


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