BB1 Acquisition Corp. and Cerrado GOLD Inc. Announce Closing of First Tranche of Special Warrant Offering FOR Gross Proceeds of US$5,352,000
BB1 ACQUISITION CORP. AND CERRADO GOLD INC. ANNOUNCE CLOSING OF FIRST
TRANCHE OF SPECIAL WARRANT OFFERING FOR GROSS PROCEEDS OF US$5,352,000
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any applicable state securities laws, or complianc e with an exemption therefrom. 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.
FOR IMMEDIATE RELEASE
TORONTO, ONTARIO – August 27, 2020 – BB1 Acquisition Corp. (TSXV: BBA.P) (the “ Company”
or “BB1”) and Cerrado Gold Inc. (“Cerrado”) are pleased to announce that Cerrado has completed a first
tranche of a brokered private placement (the “ Offering”) of special warrants (“ Special Warrants”) for
aggregate gross proceeds of approximately US$5,352,000. Haywoo d Securities Inc. (the “ Agent”) acted
as sole agent in the Offering.
The Offering has been completed in connection with the proposed business combination (the
“Transaction”) between Cerrado and BB1 previously announced in a press rele ase of BB1 dated August
4, 2020, which transaction is intended to constitute BB1’s “Qua lifying Transaction” pursuant to Policy
2.4 of the TSX Venture Exchange (the “TSXV”).
Under the Offering, Cerrado issued an aggregate of 6,690,000 Sp ecial Warrants at a price of US$0.80 per
Special Warrant (the “ Offering Price ”) for gross proceeds of approximately US$5,352,000. The net
proceeds from the Offering will b e used to complete an updated NI 43-101 mineral resource report for
Cerrado’s Minera Don Nicolas mine (“ MDN’), to commence a 17,000 meter drill program to
substantially increase resources at Cerrado’s Monte de Carmo Go ld Project (“MDC”), to complete an
Initial Preliminary Economic Ass essment at MDC based on existin g resources prepared in accordance
with NI 43-101, and for general working capital purposes.
Each Special Warrant will be exercisable by the holder thereof at any time after the date of closing of the
Offering, without payment of any additional consideration there for, for one common share in the capital
of Cerrado (a “ Cerrado Share ”), subject to customary adjustm ents. Each unexercised Special Warrant
shall be deemed to be exercised for one Cerrado Share in connec tion with the completion of the
Transaction. Upon closing of the Transaction, each Cerrado Share shall be exchanged for a common share
in the capital of the Company, as described in detail in the Company’s press release dated August 4, 2020.
In the event that the Transaction has not occurred prior to 4:0 0 p.m. (Toronto time) on the date which is
180 days following the date of closing of the Offering (the “ Qualification Deadline”), each unexercised
Special Warrant will be deemed exercised and will automatically be exchanged for 1.1 Cerrado Shares
without further payment or action by the holder thereof.
On closing, Cerrado paid the Agent a cash commission together w ith a corporate finance fee totalling
approximately US$297,000. In addition, Cerrado issued to the Ag ent an aggregate of 370,515
compensation options and corporate finance fee options (collect ively, the “ Agent’s Options ”), each
entitling the Agent to purchase one Cerrado Share for a period of 24 months from the closing of the
Offering at the Offering Price. Should the Transaction not clos e prior to the Qualification Deadline, the
number of Cerrado Shares issuable pursuant to the Agent’s Optio ns shall by multiplied by 1.1. In
addition the Company paid a cash finder’s fee of US$85,900 and issued 107,375 finder’s warrants to an
eligible finder. The finder’s warrants were issued on the same commercial terms as the Agent’s Options.
Upon closing of the Transaction, t he Agent’s Options and finder ’s warrants will be exchanged for
warrants of BB1 in connection with the Transaction.
Unless permitted under securities legislation, all securities i ssued pursuant to the Offering are subject to a
hold period ending on the date that is four months and a day af ter the later of (i) August 27, 2020, and (ii)
the date that Cerrado became a reporting issuer in any province or territory.
About Cerrado
Cerrado is a gold mining and exploration company with assets in Argentina and Brazil. Cerrado was
continued under the laws of the Province of Ontario on October 3, 2017. In Argentina, the Company
owns Minera Don Nicolas, a well-established in-production gold mine. The mine commenced operations
in 2017 and is targeting to pro duce in excess of 50,000 oz per year via a 1,000 tpd CIL plant and related
facilities. In Brazil the company is exploring at its Monte do Carmo gold project in Tocantins state. The
project currently has a mineral resource prepared in accordance with NI 43-101 containing 813,000 oz
with significant upside expected via further exploration. The Board and management of Cerrado have a
long history of success having developed numerous projects from early stage exploration through
development and production.
Cerrado acquired MDN in March of 2020 for a purchase price of US$45MM, payable in staged payments.
Cerrado paid an upfront payment of US$15MM on closing (March 16 , 2020) with the remaining
US$30MM payable over a 5-year period as follows: US$10 million payable 24 months following closing
(March 16, 2022); US$10 million payable 48 months following clo sing (March 16, 2024); and US$10
million payable 60 months followi ng closing (March 16, 2025). T he operation is located in the mineral
rich and prolific Deseado Massif in the province of Santa Cruz, Argentina. MDN consists of an open pit
gold mine with an associated 1,000 tpd carbon in leach (CIL) go ld recovery plant, targeting to produce
50-60koz/yr gold doré per annum. Current operations are focused on two mining areas, La Paloma and
Martinetas, with material processed at a central plant facility . The project has significant exploration
potential with a land package in excess of 273,000 ha's.
Construction of mine and related facilities was completed in 20 17 and the operations have been ramping
up to full capacity during 2018 and 2019. The project currently supports 325 employees and contractors
on a fly-in fly-out basis. Don Nicolas has strong local and reg ional backing having signed agreements
with the two neighboring commun ities and has received strong su pport from the government of Santa
Cruz.
The gold deposits at MDN are classified as an epithermal gold v ein style of deposit typical of the region
which is host to numerous large -scale gold operations. Cerrado has commenced a new exploration
program to confirm the current resource base and to focus on ex panding the mine life through further
exploration on surface and at depth.
The MDC project is located in the state if Tocantins, Brazil, i mmediately east of the town of Monte do
Carmo. Currently work has focused on the Serra Alta deposit, h owever, numerous analogs remain to be
fully defined. The Monte do Carm o property consists of 11 expl oration permits totaling 52,213 ha's. The
property has access to excellent local infrastructural with lim ited garimpeiro activity on site and strong
local support from the community.
Regional investment in mineral exploration in the area, by others, is reported to have amounted to US$4.7
million from 1985 through 1995, and over US$20.0 million from 1996 to 2018 by various operators.
Cerrado acquired the MDC project from Monte Sinai Mineracao Ltd a (“Monte Sinai’) in 2017 and since
then has undertaken various drilling and other exploration acti vities on site over the past couple of years.
To date a mineral resource report prepared in accordance with N I 43-101 dated December 5, 2018 has
outlined an initial mineral resource of 13.7 million tonnes gra ding 1.85 g/t, for contained gold of 813,000
oz. Continued exploration is p lanned at Serra Alta and the sur rounding area with the objective to rapidly
expand this mineral resource base to support a significant open pit mining operation.
The technical information contained in this news release was re viewed and approved by Robert Campbell
(M.Sc., P.Geo) who is a Qualified Person (“ QP”) under National Instrument 43-101 - Standards of
Disclosure for Mineral Projects (“NI 43-101”).
About BB1
BB1 is a capital pool company within the meanings of the polici es of the TSXV and does not have any
operations and has no assets other than cash. BB1’s business is to identify and evaluate businesses and
assets with a view to completing a Qualifying Transaction under the policies of the TSXV.
Forward Looking Information, Disclaimer and Reader Advisory
All information provided in this press release relating to Cerr ado has been provided by management of
Cerrado and has not been independent ly verified by management o f the Company. As the date of this
press release, the Company has not entered into a Definitive Ag reement with Cerrado, and readers are
cautioned that there can be no assurances that a Definitive Agreement will be executed.
Completion of the Transaction is subject to a number of conditi ons, including but not limited to, TSXV
acceptance and if applicable pursuant to TSXV requirements, maj ority of the minority shareholder
approval. Where applicable, the transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, ex cept as disclosed in the manage ment information circular or filing
statement to be prepared in connection with the transaction, an y information released or received with
respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the mer its of the proposed Transaction and
has neither approved nor disapproved the contents of this press release. Neither the TSX Venture
Exchange nor its Regulation Serv ices Provider (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains statements that constitute “forward -looking information” (collectively,
“forward-looking statements”) within the meaning of the applica ble Canadian securities legislation, All
statements, other than statements of historical fact, are forwa rd-looking statements and are based on
expectations, estimates and projections as at the date of this news release. Any statement that discusses
predictions, expectations, belie fs, plans, projections, objecti ves, assumptions, future events or
performance (often but not alw ays using phrases such as “expect s”, or “does not expect”, “is expected”,
“anticipates” or “does not anticipate”, “plans”, “budget”, “sch eduled”, “forecasts”, “estimates”,
“believes” or “intends” or variations of such words and phrases or stating that certain actions, events or
results “may” or “could”, “would”, “might” or “will” be taken t o occur or be achieved) are not statements
of historical fact and may be forward-looking statements. Forwa rd-looking statements contained in this
press release include, without limitation, statements regarding : the exchange of the Special Warrants into
Cerrado Shares, the terms, conditio ns, and completion of the Tr ansaction; use of funds; and the business
and operations of the Company upon completion of the Transactio n. In making the forward- looking
statements contained in this press release, the Company has made certain assumptions, including that: due
diligence will be satisfactory; all applicable shareholder, and regulatory approvals for the Transaction will
be received. Although the Company believes that the expectations reflected in forward-looking statements
are reasonable, it can give no assurance that the expectations of any forward-looking statements will
prove to be correct. Known and unknown risks, uncertainties, an d other factors which may cause the
actual results and future events to differ materially from thos e expressed or implied by such forward-
looking statements. Such factors include, but are not limited t o: results of due diligence; availability of
financing; delay or failure to receive board, shareholder or re gulatory approvals; and general business,
economic, competitive, political and social uncertainties. Acco rdingly, readers should not place undue
reliance on the forward-looking statements and information cont ained in this press release. Except as
required by law, the Company di sclaims any intention and assume s no obligation to update or revise any
forward-looking statements to reflect actual results, whether a s a result of new information, future events,
changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
For more information please contact BB1’s Chief Executive Offic er, Stephen Shefsky at +1-416-366-
4200 or Cerrado’s Co-Chairman and CEO, Mark Brennan at +1-647-796-0023.
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