Cabral Gold Inc. (TSX-V: CBR) (OTC PINK: CBGZF) is pleased to announce that it has entered into a royalty agreement with Osisko Gold Royalties Ltd. (TSX:OR) ( NYSE:OR) pursuant to which Osisko has agreed to purchase a 1% net smelter return royalty on the Cuiú Cuiú gold project for a total cash consideration of US$5 million.

Highlights

• Osisko has agreed to purchase a 1% NSR royalty on the Cuiú Cuiú gold project for a cash consideration of US$5 million (C$6.6M). The consideration will be paid in two tranches; US$2.5 million on closing and US$2.5 million following the registration of certain security pledges which is expected during July 2023

• The royalty applies to the area containing the existing resources as well as the surrounding land package

• This investment allows Cabral to accelerate the ongoing Prefeasibility Study that is currently being undertaken by Ausenco do Brasil Eugenharia Ltda. (“Ausenco”) and is expected to be completed during Q4 2023. It also provides strategic flexibility and optionality regarding any future project financing process

• The investment represents a strong endorsement of the Cuiú Cuiú gold project from a leading public royalty company with well-respected technical expertise

Alan Carter, Cabral’s President and CEO commented, “This transaction with Osisko allows us to take a major step forward in achieving our objective of near-term production, and as a result, should deliver meaningful value to our shareholders. It will also reduce share dilution and provide us with a strong balance sheet moving forward. Perhaps most importantly, it will provide us with strategic flexibility and options regarding future project financing processes. This financing will enable us to accelerate the Prefeasibility study regarding the trial mining and heap-leach processing exploiting near-surface oxide gold mineralization at Cuiú Cuiú that is being undertaken by Ausenco”.

Cuiú Cuiú Project

Cuiú Cuiú is an advanced gold exploration and development project located in the state of Para, Brazil, immediately adjacent to the Tocantinzinho gold project which is currently under construction.

The Cuiú Cuiú project hosts NI 43-101 compliant mineral inventory of 21.6 M @ 0.87 g/t gold (604,000oz) in the Indicated Resources category and 19.8 Mt @ 0.84 g/t gold (534,500 oz) in the Inferred Resources category.

A Prefeasibility Study considering potential exploitation of weathered oxide saprolitic gold mineralization is currently being undertaken by Ausenco and is expected to be completed during Q4 2023. If positive, the study should pave the way for a construction decision for trial mining and heap-leach processing of the near-surface oxide gold mineralization at Cuiú Cuiú.

Details of the Transaction

Cabral has granted Osisko a 1% NSR royalty from the production of all products from the Cuiú Cuiú property. The total consideration is US$5 million which will be paid in two tranches; US$2.5 million on closing and US$2.5 million following the registration of certain security pledges, which is expected during July 2023.

Following the completion of a Feasibility Study, Cabral will pay Osisko US$250,000 on the date thereof and each subsequent anniversary of said completion by way of an advance payment, until the commencement of commercial production. These payments shall be credited against future royalty payments due under the Agreement.

The terms of the transaction allow Cabral to use a portion of the proceeds for general working capital purposes.

The parties have agreed to a registration and pledge of shares in Cabral Gold B.C., and Cabral’s wholly owed subsidiary in Brazil. The transaction also grants Osisko certain additional rights on future royalty and stream financings.

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.