Cabral Gold Inc. Announces $3,000,000 "Best Efforts" Private Placement Financing and Provides Update on Prospectus Offering
Cabral Gold Inc. Announces $3,000,000 "Best
Efforts" Private Placement Financing and
Provides Update on Prospectus Offering
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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/126928