Cabral Gold Announces Closing of Upsized Financing for $14.9 Million in Proceeds

Vancouver, British Columbia--(Newsfile Corp. - May 6, 2025) - Cabral Gold Corp. (TSXV: CBR) (OTCQX: CBGZF) ("Cabral" or the "Company") is pleased to announce that the Company has closed its previously announced "best efforts" public offering of units (the "Offering"). Pursuant to the Offering, the Company issued 39,291,146 units (the "Units") at a price of C$0.38 per Unit for gross proceeds of C$14,930,635, which included 5,079,146 Units issued pursuant to the exercise of the Agent's over-allotment option. Paradigm Capital Inc. acted as sole agent in the Offering (the "Agent").

Each Unit is be comprised of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one common share of the Company at a price of C$0.56 until May 6, 2027.

The Company expects to use the net proceeds of the Offering for exploration and development of its Cuiú Cuiú project, as well as for working capital and general corporate purposes.

In connection with the Offering, the Company paid the Agent a cash commission of $895,838, being 6.0% of the gross proceeds of the Offering, and issued the Agents 2,357,468 compensation warrants ("Compensation Warrants"), being 6.0% of the number of Units issued in the Offering. Each Compensation Warrant entitles the Agent to acquire one common share of the Company at C$0.38 until May 6, 2027.

The Units were offered in Canada by way of a prospectus supplement of the Company dated April 25, 2025 (the "Prospectus Supplement") to the Company's existing short form base shelf prospectus dated April 4, 2025 (the "Base Shelf Prospectus"). The Units were also offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). Copies of the Prospectus Supplement, Base Shelf Prospectus and documents incorporated by reference therein are available electronically on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

One officer of the Company participated in the Offering to purchase 131,579 Units for an aggregate price of C$50,000. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") the Company advises that this officer's participation in the Offering is considered to be a "related party transaction" for purposes of MI 61-101 and TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions. The Company is relying on the exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101, as the Company is not listed on specified markets and the fair market value of the officer's participation in the Offering does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

The Offering remains subject to final approval of the TSX Venture Exchange.

This news 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.

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. Three main gold deposits have so far been defined at the Cuiú Cuiú project which contain National Instrument ("NI") 43-101 Indicated resources of 12.29Mt @ 1.14 g/t gold (450,200oz) in fresh basement material and 11.11Mt @ 0.48 g/t gold (171,883oz) in oxide material. The project also contains Inferred resources of 13.63Mt @ 1.04 g/t gold (455,100oz) in fresh basement material and 12.22Mt @ 0.39 g/t gold (151,608oz) in oxide material. The resource estimate for the primary material is based on the NI 43-101 technical report dated 12th October 2022. The resource estimate for the oxide material is based on the NI 43-101 estimate released on 21st October 2024.

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 gold workings in the Tapajós and produced an estimated 2Moz of placer gold historically.

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

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-Looking information includes, but is not limited to, statements with respect to the terms of the Offering, the Offering closing by the Closing Date or at all, the TSX Venture Exchange approving the Offering, the Company filing the Prospectus Supplement and the timing thereof, the Company's intended use of proceeds of the Offering, the terms of the Agents' cash compensation and compensation warrants, and Mr. Sprott's participation in the Offering on the amount described herein or at all. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will", "will be", "intends", "expected" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-Looking statements are based on the opinions and estimates of management as of the date such statements are made and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by management of the Company, they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different, including receipt of all necessary regulatory approvals. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended including without limitation those factors discussed under the heading "Risk Factors" in the Base Shelf Prospectus and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company's profile on SEDAR+. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR
DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250960