Vancouver, British Columbia–(Newsfile Corp. – June 8, 2022) – Cabral Gold Inc. (TSXV: CBR) (OTC: CBGZF) (“Cabral” or the “Company“) is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. (the “Agent“) to act as lead agent and sole book runner in connection with a proposed “best efforts” private placement of up to 10,000,000 units of the Company (the “Units“) at a price of $0.30 per Unit for total proceeds of up to $3,000,000 (the “Offering“). Each Unit will consist 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 will entitle 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 is in addition to the prospectus offering announced on May 25, 2022, for which an update is provided below.

The Company has granted to the Agent an option, exercisable in whole or in part, in the sole discretion of the Agent, at any time up to 48 hours prior to the final closing date of the Offering, to purchase additional Units, in an aggregate amount not to exceed 15% of Units sold pursuant to the Offering, on the same terms and at the same price as the Units sold under the Offering, to cover over-allotments, if any, and for market stabilization purposes (the “Over-Allotment Option“).

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

The Agent will be paid 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. The Company shall also issue 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 Offering will be conducted in all provinces of Canada and in the United States pursuant to private placement exemptions and in such other jurisdictions as are agreed to by the Company and the Agent. Closing is expected to occur on or about June 23 and is subject to certain conditions including, but not limited to, the receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The securities issued and issuable in connection with the Offering will be subject to a hold period of four months from Closing 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.

Prospectus Offering

The Company provides the following update with respect to its prospectus offering which was announced on May 25, 2022. In connection with the review of the prospectus and supporting documents by applicable securities regulators, the Company intends to file an updated technical report on its Cuiú Cuiú gold property located in the Tapajós Region of Brazil. Completion of the updated technical report is anticipated to take approximately four weeks. The technical report will be filed and reviewed by the applicable securities regulators prior to the filing of a final prospectus in connection with the prospectus offering. As a result, it is anticipated that the Offering described herein will complete prior to the prospectus offering.

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.

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