Cabral Gold Announces Closing of First Tranche of Over-Subscribed Private Placement
Cabral Gold Announces Closing of First
Tranche of Over-Subscribed Private Placement
Vancouver, British Columbia--(Newsfile Corp. - April 18, 2024) -
Cabral Gold Inc. (TSXV: CBR) (OTC
Pink: CBGZF)
("
Cabral
" or the "
Company
") is pleased to announce the closing of the first tranche of
its previously announced non-brokered private placement (the "
Private Placement
").
The Private
Placement was oversubscribed and the Company currently anticipates issuing a total of 14,126,250
units (the "
Units
") at a price of $0.16 per unit for gross proceeds of $2,260,200 pursuant to the Private
Placement.
The first tranche closing will consist of a total of 11,688,750 Units for gross proceeds of
$1,867,000.
The Company anticipates closing the second and final tranche of the Private Placement,
consisting of 2,457,500 Units for gross proceeds of $393,200, in the next few days.
Each Unit consists of one common share in the capital of the Company (a "
Common Share
") and one
half of one common share purchase warrant (each whole common share purchase warrant, a
"
Warrant
").
Each Warrant is exercisable for two years following the first closing of the Private Placement
and will entitle the holder to purchase one Common Share at an exercise price of $0.24.
The Company expects to incur finder's fees totaling $37,008 connection with the Private Placement.
The Company intends to use the net proceeds from the Private Placement for advancing the ongoing
Pre-feasibility study on the gold-in-oxide resources at the Cuiú Cuiú gold district and for general working
capital purposes.
All securities issued in connection with the first tranche of the Private Placement are subject to a
statutory hold period of four months, expiring on August 19, 2024, in accordance with applicable
securities legislation and the policies of the TSX Venture Exchange.
Two directors of the Company participated in the Private Placement, acquiring an aggregate of 250,000
Units for a total of $40,000. Their participation constitutes a "related party transaction" under Multilateral
Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). The
Company will be relying on 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, on the basis that the Company is not listed on specified markets and the fair market value of
the securities issued to the related parties do 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 21
days before closing of the Offering as the details of the insider participation were not known at that time.
Completion of debt settlement
Cabral also announces that further to its press release of January 11, 2024, the Company has settled an
aggregate of $15,203 of debt (the "
Debt Settlement
") by issuing an aggregate of 74,166 common
shares of the Company at a deemed price of $0.205 per share.
The shares were issued to Dr. Alan Carter, a non-arms length party as he is a director and senior officer
of the Company, as payment for accrued interest of $15,203 on a loan provided to the Company by Dr.
Carter. The interest charge is in respect of the period October 1, 2023 through December 13, 2023
being the date on which the principal amount of the loan was repaid in full. Following the issuance of the
shares, there is no further amount owing by the Company to Dr. Carter relating to the loan. Further
information regarding the loan provided by Dr. Carter is presented in press releases dated March 7,
2023, November 2, 2023, November 23, 2023, December 14, 2023 and January 11, 2024.
The securities issued pursuant to the Debt Settlement are subject to a four-month hold period in
accordance with applicable securities laws.
The issuance of 74,166 shares pursuant to the Debt Settlement to Dr. Carter constitutes a 'related party
transaction' as defined under MI 61-101 The Company is relying on exemptions from the formal valuation
and minority shareholder approval requirements of MI 61-101 for related party transactions in connection
with the Debt Settlement contained in section 5.5(b) and section 5.7(1)(a) of MI 61-101, on the basis that
the Company is not listed on specified markets and the fair market value of the securities of the
Company to be issued to related parties does not exceed 25% of its market capitalization, as
determined in accordance with MI 61-101.
The securities offered have not been and will not be registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United States absent registration or applicable
exemption from the registration requirements.
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 main gold deposits have so far been defined at the Cuiú Cuiú project which contains
National Instrument 43-101 compliant Indicated resources of 21.6Mt @ 0.87 g/t gold (604,000 oz) and
Inferred resources of 19.8Mt @ 0.84 g/t gold (534,500 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.
Guillermo Hughes, MAusIMM and FAIG., a consultant to the Company as well as a Qualified Person
as defined by National Instrument 43-101, supervised the preparation of the technical information in
this news 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:
results of exploration.
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 DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/205977