Cabral Gold Announces Third and Final Closing of Over-Subscribed Private Placement




Vancouver, British Columbia – July 8, 2020 – Cabral Gold Inc. (“Cabral” or the “Company”) (TSXV: CBR; OTC PINK: CBGZF) is pleased to announce the third and final closing of its previously announced non-brokered private placement financing (the “Private Placement”) through the issuance of 3,500,000 common shares at a price of $0.125 per share for gross proceeds of $437,500.


All securities issued in connection with the Private Placement are subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation and the policies of the TSX Venture Exchange, pursuant to which the shares of the current closing may not be sold or transferred until November 8, 2020.


The original size of the Private Placement was up to $2,000,000 (see May 20, 2020 news release). The Private Placement increased to up to $4,000,000 (see June 1, 2020) and then to up to $4,200,000 (see June 7, 2020 news release) due to increased demand.


The current closing brings the total Private Placement to gross proceeds of $4,179,014 comprised of 33,432,110 common shares issued at $0.125 per share including a brokered component comprising 2,400,000 common shares for gross proceeds of $300,000.


In connection with the Private Placement, the Company incurred total finder’s fees of $55,625. Of this amount, $34,625 relates to the non-brokered portion of the Private Placement and includes $18,000 paid through the issuance of common shares. The remaining $21,000 of finder’s fees relates to the brokered portion of the Private Placement and was paid through the issuance of common shares. The Company also issued an aggregate of 144,000 share purchase warrants (“Broker Warrants”) in connection with the brokered portion of the Private Placement; each Broker Warrant entitles the holder to purchase one common share of the Company at a purchase price of $0.20 for a period of 24 months following closing of the Private Placement.


Officers and directors of Cabral subscribed in the Private Placement for a total of 1,700,000 common shares for gross proceeds of $212,500. The participation of officers and directors of Cabral in the Private Placement 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.


The Company intends to use the net proceeds from the Private Placement to drill recently identified high-grade gold targets at the Cuiú Cuiú gold project located in northern Brazil and for general corporate and working capital purposes.


Alan Carter, President and CEO, stated “We would like to personally thank our shareholders and investors for their support in closing this significantly oversubscribed financing. This funding will allow us to drill test a number of recently identified high-grade gold targets and we look forward to issuing regular updates as we continue to unlock the high-grade gold potential of this exciting district.”



Extension of share purchase warrants


The Company issued a total of 22,796,832 share purchase warrants on July 25, 2019 in connection with a private placement that closed on this date. Each share purchase warrant (“Warrant”) entitles the holder to acquire one common share at a purchase price of $0.20 for a period of 12 months through July 25, 2020.


The Company would like to advise the holders of these warrants that it will be seeking approval from the TSX Venture Exchange to extend the term of these share purchase warrants by four months from July 25, 2020 to November 25, 2020.


About Cabral Gold Inc.


The Company is a junior resource Company and is engaged in the identification, exploration and development of projects in Brazil. The Company owns the Cuiú Cuiú gold project which currently contains Indicated resources of 5.9Mt @ 0.90g/t (200,000 oz) and Inferred resources of 19.5Mt @ 1.24g/t (800,000 oz and is located in the Tapajós Region within the state of Pará in northern Brazil.


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 garimpo in the Tapajós and produced an estimated 2M ounces of placer gold historically.





“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: strategic plans and future operations, and the private placement and use of proceeds. 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.