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CERT.V ·

Cerrado GOLD Announces Successful Results of Annual and Special Meeting of Shareholders

Shareholder Meetings

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June 27, 2024 www.cerradogold.com

CERRADO GOLD ANNOUNCES SUCCESSFUL RESULTS OF ANNUAL AND SPECIAL MEETING

OF SHAREHOLDERS

• Shareholders vote overwhelmingly for all resolutions

TORONTO, ONTARIO – Cerrado Gold Inc. [TSX.V: CERT][OTCQX: CRDOF] (“Cerrado” or the

“Company”) is pleased to announce that at its Annual and Special Meeting (the “ Meeting”) of

shareholders ("Shareholders") of the Company held earlier today , all resolutions presented to

Shareholders were approved overwhelmingly. Details of the voting results are set out below.

Meeting Voting Results

A total of 40,637,097 common shares were voted at the Meeting, representing 39.490% of the votes

attached to all outstanding common shares of the Company. All resolutions presented for

Shareholder approval at the Meeting were duly authorized and approved as follows:

Election of Directors

The Shareholders elected each of the eight nominees listed in the Company's Management Proxy

Circular (the “Circular”) dated May 29, 2024. Details of the voting results are as follows:

Name Votes For % Votes Withheld %

Maria Virginia Anzola 35,537,458 98.078% 696,287 1.922%

Mark Brennan 34,969,592 96.511% 1,264,153 3.489%

Robert Campbell 35,276,658 97.359% 957,087 2.641%

Christopher Jones 35,549,658 98.112% 684,087 1.888%

Kurt Menchen 35,372,158 97.622% 861,587 2.378%

Jad Salomão 35,049,358 96.731% 1,184,387 3.269%

Elmer Prata Salomão 34,921,458 96.378% 1,312,287 3.622%

Robert Sellars 35,517,158 98.022% 716,587 1.978%

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Appointment of Auditors

The resolution to re-appoint KPMG LLP (“KPMG”) as auditors of the Company for the ensuing year,

with their remuneration to be fixed by the board of directors was varied, as the Company received

notice of resignation from KPMG after the publication of the circular dated May 29, 2024 on SEDAR+.

Upon receiving the notice of KPMG, the Company appointed McGovern Hurley LLP to fill the auditor

vacancy. At the meeting, the board varied the resolution so that McGovern Hurley LLP would be

elected as auditors of the Company for the ensuing year, with their remuneration to be fixed by the

board of directors. Details of the voting results are as follows:

Total Votes % of Votes Cast

Votes For 40,337,083 99.262%

Votes Withheld 300,014 0.738%

Total Votes Cast 40,637,097 100%

Approval of the Sale of Serra Alta Mineração Ltda.

The Shareholders approved the previously announced proposed arm’s length sale by the Company

to Amarillo Mineração Do Brasil Ltda., a subsidiary of Hochschild Mining PLC, of all of the issued and

outstanding shares of the Company’s subsidiary, Serra Alta Mineração Ltda., which holds the

Company's Monte Do Carmo project in Brazil (the “Transaction”).

Total Votes % of Votes Cast

Votes For 34,987,215 96.560%

Votes Against 1,132,623 3.126%

Votes Withheld 113,907 0.314%

Total Votes Cast 36,233,745 100%

Shareholder approval of the Transaction marks a significant milestone towards the closing of the

Transaction, the terms and conditions of which are set out in the option agreement (the “ Option

Agreement”) dated March 4, 2024, entered into among the Company, Amarillo Mineração Do Brasil

Ltda., Hochschild Mining PLC and Serra Alta Mineração Ltda. The TSXV provided conditional approval

of the Transaction on June 17, 2024.

The closing of the Transaction is subject to the satisfaction or waiver of the remaining conditions set

out in the Option Agreement as well as the final approval of the TSXV . Please see the news release

(the “News Release”) of the Company dated March 5, 2024, and the Circular, for a comprehensive

description of the Transaction and Option Agreement.

In accordance with the provisions of a Loan Agreement among the Company, as borrower, and

Amarillo Mineração do Brasil Ltda, as lender (the “ Lender"), dated March 4, 2024 (the “ Loan

Agreement”), immediately following the shareholders’ approval of the Transaction, all of the credit

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obligations owing by the Company and two of its subsidiaries, Serra Alta Mineração Ltda and Serra

Alta Participações Imobiliárias S.A., to the Lender under the Loan Agreement were deemed to have

been repaid in full and therefore the Loan Agreement terminated. In accordance with the Loan

Agreement, the amount outstanding that has been deemed to have been repaid shall be applied as

partial consideration payable by the Lender to complete the Transaction.

The Option Agreement , the News Release and the Circular can be found on the Company’s issuer

profile on SEDAR+ at www.sedarplus.ca.

The Company also wishes to announce that Kurt Menchen is stepping down from his role as

President & Country Manager, Brazil . Mr. Menchen will remain a director of the Company.

Management and the Board wish to express their sincere gratitude to Mr. Menchen for all his

contributions advancing the Monte do Carmo Project in Brazil.

About Cerrado

Cerrado Gold is a Toronto-based gold production, development, and exploration company focused

on gold projects in South America. The Company is the 100% owner of both the producing Minera

Don Nicolás and Las Calandrias mine in Santa Cruz province, Argentina, and the highly prospective

Monte Do Carmo development project, located in Tocantins State, Brazil under option to Amarillo

Mineração Do Brasil Ltda., a subsidiary of Hochschild Mining PLC . In Canada, Cerrado Gold is

developing it's 100% owned Mont Sorcier Iron Ore and Vanadium project located outside of

Chibougamou, Quebec.

In Argentina, Cerrado is maximizing asset value at its Minera Don Nicolas operation through

continued operational optimization and is growing production through its operations at the Las

Calandrias Heap Leach project. An extensive campaign of exploration i s ongoing to further unlock

potential resources in our highly prospective land package in the heart of the Deseado Masiff.

In Canada, Cerrado holds a 100% interest in the Mont Sorcier Iron Ore and Vanadium project, which

has the potential to produce a premium iron ore concentrate over a long mine life at low operating

costs and low capital intensity. Furthermore, its high grad e and high purity product facilitates the

migration of steel producers from blast furnaces to electric arc furnaces , contributing to the

decarbonization of the industry and the achievement of SDG goals.

For more information about Cerrado please visit our website at: www.cerradogold.com.

Mark Brennan

CEO and Chairman

Mike McAllister

Vice President, Investor Relations

Tel: +1-647-805-5662

[email protected]

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Disclaimer

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS

DEFINED IN 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 applicable Canadian securities legislation.

All statements, other than statements of historical fact , are forward -looking statements and are

based on expectations, estimates and projections as at the date of this news release. Any statement

that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future

events or performance (often but not always using phrases such as “expects”, or “does not expect”,

“is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “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 to occur or be

achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements contained in this press release include, without limitation, statements

regarding the business and operations of Cer rado, the Transaction, including the fulfilment of the

conditions under the Option Agreement, and the final approval of the Transaction by TSXV. In making

the forward -looking statements contained in this press release, Cerrado has made certain

assumptions, including, but not limited to satisfactory fulfilment or waiver of the conditions under

the Option Agreement and the final approval of the TSXV in respect of the Transaction. Although

Cerrado 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, and other facto rs which may cause the actual

results and future events to differ materially from those expressed or implied by such forward -

looking statements. Such factors include, but are not limited to the general business, economic,

competitive, political and social uncertainties. Accordingly, readers should not place undue reliance

on the forward -looking statements and information contained in this press release. Except as

required by law, Cerrado disclaims any intention and assumes no obligation to update or revise any

forward-looking statements to reflect actual results, whether as a result of new information, future

events, changes in assumptions, changes in factors affecting such forward -looking statements or

otherwise.