The Base Shelf Prospectus is accessible, and the Prospectus Supplement will be accessible within two business days, through SEDAR+
/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.
TORONTO, March 25, 2026 /CNW/ - Cabral Gold Inc. (TSXV: CBR), (OTCQX: CBGZF) (the "Company" or "Cabral") is pleased to announce it has entered into an agreement with Stifel Canada, as sole bookrunner and on behalf of a syndicate of underwriters (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 21,055,000 common shares of the Company ("CommonShares") at a price of C$0.95 per Common Share (the "Offering Price") for gross proceeds of C$20,002,250 (the "Offering").
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 3,158,250 Common Shares (representing 15% of the number of Common Shares to be sold pursuant to the Offering) at the Offering Price, exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the closing of the Offering to cover over-allotments, if any, and for market stabilization purposes. If this option is exercised in full, an additional approximately C$3,000,000 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be approximately C$23,000,000.
Alan Carter, Cabral's President and CEO commented, "Following recent positive drill results from the Jerimum Cima target, including 9.5m @ 87.4 g/t gold, the Company has elected to expand its exploration drill program within the Cuiú Cuiú district. This bought deal financing will allow us to add more drill rigs to the current exploration program and drill the Jerimum Cima discovery as well as several other gold discoveries within the district. The objective of the drill program will be to accelerate the growth of the Indicated and Inferred resources within the district, particularly in the primary hard rock material which is expected to be the basis of the Phase 2 development at Cuiú Cuiú. The Phase 1 gold-in-oxide project remains on schedule and on budget with commercial gold production expected in Q4 2026."
The Common Shares will be offered by way of a prospectus supplement (the "Prospectus Supplement") to be filed in each of the provinces and territories of Canada, other than Quebec, and in the United States on a private placement basis, and other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation arises. Access to the Prospectus Supplement and the corresponding base shelf prospectus dated April 4, 2025 (the "Base Shelf Prospectus") and any amendment thereto will be accessible within two business days in the case of the Prospectus Supplement and is currently available in the case of the Base Shelf Prospectus under the Company's profile on SEDAR+ at www.sedarplus.ca in accordance with securities legislation relating to procedures for providing access to a base shelf prospectus, a prospectus supplement and any amendment thereto. An electronic or paper copy of the Prospectus Supplement, the corresponding Base Shelf Prospectus and any amendments to the documents may be obtained, without charge, from ProspectusCanada@stifel.com by providing the contact with an email address or address, as applicable.
The Company intends to use the net proceeds of the Offering for the exploration and development of its mineral properties, and for general working capital purposes.
The Offering is scheduled to close on or about April 2, 2026 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals to list the Common Shares on the required Exchange, which listings shall be conditionally approved prior to closing of the Offering.
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 state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
ABOUT CABRAL GOLD
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 compliant Indicated resources of 12.29Mt @ 1.14 g/t gold (450,200oz) in fresh basement material and 13.56Mt @ 0.50 g/t gold (216,182oz) in oxide material. The project also contains Inferred resources of 13.63Mt @ 1.04 g/t gold (455,100oz) in fresh basement material and 6.4Mt @ 0.34 g/t gold (70,569oz) in oxide material. The resource estimate for the primary material is based on the NI 43-101 technical report dated October 12, 2022. The resource estimate for the oxide material at PDM and MG is based on a NI 43-101 technical report dated October 21, 2024. The resource estimate for the oxide material at Central and Machichie is based on a NI43-101 technical report ("Updated PFS") dated July 29, 2025.
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 workings in the Tapajós and produced an estimated 2Moz of placer gold historically.
Qualified Person
On behalf of the Board of Directors of Cabral Gold Inc.
"Alan Carter"
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains certain "forward-looking statements" and "forward-looking information" under applicable Canadian and United States securities laws concerning the Company and the Offering. Forward-looking statements and forward-looking information include, but are not limited to: the completion of the Offering, the over-allotment option, the issuance of the Common Share, the intended use of proceeds from the Offering and the expected closing date of the Offering. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "anticipates," "may," "can," "plans," "believes," "estimates," "expects," "projects," "targets," "intends," "likely," "will," "should," "to be", "potential" and other similar words, or statements that certain events or conditions "may", "should" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.
Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include the satisfaction of the conditions acceptable to the Company and the Underwriters; the Company receiving all requisite approvals in connection with the Offering, including the approval of the TSX Venture Exchange; and fluctuating commodity prices and currency exchange rates, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the mining industry, failure of plant, equipment or processes to operate as anticipated. These factors are discussed in greater detail in the Company's most recent Annual Information Form and in the most recent MD&A filed on SEDAR+, which also provide additional general assumptions in connection with these statements. The Company cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.
SOURCE Cabral Gold Inc.
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