Mr. Alan Carter reports
CABRAL GOLD ANNOUNCES AN UP TO $10 MILLION BEST EFFORTS FINANCING INCLUDING AN INVESTMENT BY MR. ERIC SPROTT
Cabral Gold Inc. has entered into an agreement with Paradigm Capital Inc. as sole agent, in connection with a proposed best-effort financing for total proceeds of up to $10-million, consisting of up to 26,316,000 units of the company at a price of 38 cents per unit. Each unit will comprise one common share in the capital of the company and one-half of one common share purchase warrant of the company. Each warrant will be exercisable to acquire one common share in the capital of the company for 24 months from the closing date (as defined below) at an exercise price of 56 cents per warrant share. Eric Sprott has agreed to invest approximately $2-million in the offering. The offering is expected to close on or about May 1, 2025, and is subject to the company receiving all necessary regulatory approvals, including approval of the TSX Venture Exchange.
The company has granted the agent an option exercisable, in whole or in part, within 30 days after the closing date to sell, at the offering price, up to 3,947,400 additional units (being that number of additional units equal to 15 per cent of the number of units issuable pursuant to the offering) for market stabilization purposes and to cover overallotments, if any. If the overallotment option is exercised in full, the aggregate gross proceeds of the offering will be $11,500,092.
The agent will be paid by the company on closing of the offering a cash commission equal to 6.0 per cent of the gross proceeds of the offering, including on any exercise of the overallotment option.
Additionally, on the closing date, the company will issue the agent compensation options entitling the agent to acquire that number of common shares equal to 6.0 per cent of the number of units issued pursuant to the offering, including on any exercise of the overallotment option, at an exercise price of 38 cents, exercisable for a period of 24 months following the closing date.
The net proceeds from the offering will be used for exploration and development and general working capital purposes.
The units will be issued pursuant to a prospectus supplement to the company's short form base shelf prospectus dated April 4, 2025, that will be filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec. The prospectus supplement will be available on the company's SEDAR+ profile by April 25, 2025.
The units may also be sold in the United States on a private placement basis pursuant to available exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws; and in other jurisdictions outside of Canada and the United States pursuant to available prospectus or registration exemptions in accordance with applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.
Access to the prospectus supplement, base shelf prospectus and any amendments thereto is provided in accordance with applicable securities legislation relating to the procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. An electronic or paper copy of the base shelf prospectus and the prospectus supplement, when available, may be obtained, without charge, from Paradigm by e-mail at ecm@paradigmcap.com by providing Paradigm with an e-mail address or address, as applicable. Prospective investors should read the base shelf prospectus, prospectus supplement and the documents incorporated by reference therein, as filed by the company on SEDAR+, before making an investment decision.
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-per-cent interest in the Cuiu Cuiu gold district located in the Tapajos region, within the state of Para in northern Brazil. Three main gold deposits have so far been defined at the Cuiu Cuiu project, which contains National Instrument 43-101 indicated resources of 12.29 million tonnes at 1.14 grams per tonne gold (450,200 ounces) in fresh basement material and 11.11 million tonnes at 0.48 gram per tonne gold (171,883 ounces) in oxide material. The project also contains inferred resources of 13.63 million tonnes at 1.04 grams per tonne gold (455,100 ounces) in fresh basement material and 12.22 million tonnes at 0.39 gram per tonne gold (151,608 ounces) in oxide material. The resource estimate for the primary material is based on the NI 43-101 technical report dated Oct. 12, 2022. The resource estimate for the oxide material is based on the NI 43-101 estimate released on Oct. 21, 2024.
The Tapajos gold province is the site of the largest gold rush in Brazil's history, which, according to the ANM (Agencia Nacional de Mineracao, or National Mining Agency of Brazil), produced an estimated 30 million to 50 million ounces of placer gold between 1978 and 1995. Cuiu Cuiu was the largest area of placer gold workings in the Tapajos and produced an estimated two million ounces of placer gold historically.
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