San Angelo Oil Limited Announces C$6 Million Subscription Receipt Offering to be completed by Cabral Gold Ltd.
NEWS RELEASE
San Angelo Oil Limited Announces C$6 Million Subscription Receipt Offering to be completed by
Cabral Gold Ltd.
VANCOUVER, BRITISH COLUMBIA – May 15, 2017 – San Angelo Oil Limited (“San Angelo” or
the “Company”) (NEX: SAO.H) is pleased to provide an update on the status of its previously disclosed
(see press release dated May 11, 2017) business combination (“Business Combination”) with Cabral
Gold Ltd. (“Cabral”). Cabral has engaged M Partners Inc. to act as lead agent on behalf of a syndicate
comprised of Haywood Securities Inc,, PI Financial Corp., and Echelon Wealth Partners Inc. (collectively
the “ Agents”) in connection with a best efforts private placement financing of up to $6 million of
subscription receipts (“Subscription Receipts ”) of Cabral priced at $0.108 per Subscription Receipt .
Immediately prior to the closing of the Business Combination e ach Subscription Receipt wil l be
exchanged, without additional consideration for one unit of Cabral which will, in conjunction with the
closing of the Business Combination, be exchanged for 0.18 of a unit of San Angelo (each whole such
unit being referred to as a " Unit") at an effective post consolidat ion (1:5) issue price of $0.60 (the
“Offering”). All prices and exercise prices herein are based on the equivalent price of post consolidated
San Angelo shares using the share exchange ratio of 0.18 of one post-consolidation common share of San
Angelo for each one common share of Cabral held as per the previously announced business combination
agreement between San Angelo and Cabral Gold Ltd.
Each Unit will be comprised of one common share of San Angelo, one-half of one class A warrant, with
each whole class A warrant entitling the holder to purchase one common share of San Angelo at a price of
$0.75 for a period of one year after the closing of the Offering and one -half of one class B warrant with
each whole class B warrant entitling the holder to purchase one common share of San Angelo at a price of
$0.90 for a period of two years after the closing of the Offering.
In connection with the O ffering, the Agents will be paid a cash commission equal to 6% of the gross
proceeds of the Offering and will be issued a number of compensation warrants equal to 6% of the
number of Subscription Receipts issued in connection with the O ffering. Each compensation warrant
will entitle the holder thereof to acquire one U nit at any time until the second anniversary of the closing
of the Offering at a price of $0.60 per Unit.
The gross proceeds of the Offering will be placed into escrow on closing. If the Business Combination
takes place on or before August 31, 2017 (or such later date as is agreed to by the Company and the
subscribers), then the gross proceeds from the Offering will be released to the Company concurrently with
the closing of the Business Combination. If the Business Combination is not completed on or before
August 31, 2017 (or such later date as is agreed to by the Company and the subscribers), th en the gross
proceeds from the Offering will be returned to the subscribers without interest or deduction.
The net proceeds of the Offering will be used to fund Cabral’s work program on the Cuiu Cuiu project
and for general working capital.
FOR FURTHER INFORMATION PLEASE CONTACT:
Eileen Au
Interim Chief Executive Officer
- 2 -
San Angelo Oil Limited
Tel: (778) 725-1488
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 any of the word “will” , “proposes”, “expected” and
similar expressions are in tended 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 f orward-
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: completion of the Transaction, receipt of required shareholder
and regulatory approvals, strategic plans and future operations, results of exploration , capital expenditures and objectives. 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 Compan y 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.