Cabral Gold Inc. — AGM Information 2021

May 18, 2021

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#1500 – 409 Granville Street Vancouver, British Columbia Canada V6C 1T2

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that an annual general meeting (the “ Meeting ”) of the shareholders of Cabral Gold Inc. (the “ Company ”) will be conducted virtually via video conference on June 17, 2021 at 10:00 a.m. (Vancouver time), for the following purposes:

1. to receive the audited annual consolidated financial statements of the Company for the financial year ended December 31, 2020, together with the auditors’ report thereon;

2. to fix the number of directors of the Company at five (5);

3. to elect directors for the ensuing year;

4. to appoint De Visser Gray LLP as the auditor of the Company for the ensuing year and to authorize the directors to fix the remuneration of the auditor;

5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve the Company’s stock option plan, as more particularly described in the accompanying management information circular (the “ Information Circular ”); and

6. to transact such other business which may properly come before the Meeting, or any adjournment or postponement thereof.

The Meeting will be deemed to be held at Suite at #1200 – 750 West Pender Street, Vancouver, British Columbia, Canada; however, the Meeting will be held by video conference only. You will not be able to attend the Meeting in person . Registered shareholders and validly appointed proxyholders may attend the Meeting by contacting Paul Hansed, CFO at paul@cabralgold.com to obtain a web link that will permit them to attend the Meeting by video conference.

The Board of Directors has fixed the close of business (Vancouver time) on May 7, 2021, as the record date for determining the shareholders who are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment thereof.

Accompanying this Notice of Meeting is the Information Circular, a form of proxy (“ Proxy ”) or Voting Instruction Form (“ VIF ”), and a form whereby shareholders can request to be added to the Company’s supplemental mailing list. The Information Circular provides more detailed information relating to the matters to be addressed at the Meeting, and forms part of this Notice.

- This year, as part of our corporate social responsibility in response to COVID 19, and in order to mitigate potential risks to the health and safety of our shareholders, employees, communities and other stakeholders, the Company will not be permitting in person voting at the Meeting, and shareholders must vote by proxy in advance of the Meeting in order to have their votes counted. Registered shareholders who wish to have their vote counted at the Meeting must complete and deliver the accompanying form of proxy, or another suitable form of proxy in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered shareholders must follow the instructions set out in the form of Proxy or VIF to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining and depositing the required form of Proxy, you should contact Computershare Investor Services Inc. by telephone at 1- 800-564-6253 (toll free in North America), by fax at 1-866-249-7775 or by e-mail at service@computershare.com.

DATED at Vancouver, British Columbia, this 7th day of May, 2021.

ON BEHALF OF THE BOARD OF DIRECTORS OF CABRAL GOLD INC.

By: “ Alan H.C. Carter ”

President and Chief Executive Officer

Please submit the accompanying Proxy or Voting Instruction Form well in advance of the voting deadline of 10:00 a.m. ( Vancouver time ) on June 15, 2021 or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time to which the Meeting may be adjourned or postponed. In person voting will not be permitted at the Meeting due to the COVID-19 pandemic. The accompanying Information Circular provides further information respecting proxies and the matters to be considered at the Meeting and is deemed to form part of this notice of Meeting.

These shareholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.