Cabral Gold Inc. — Capital/Financing Update 2021

Jun 11, 2021

FORM 51-102F3 - MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Cabral Gold Inc. Suite 1500 - 409 Granville Street Vancouver, British Columbia V6C 1T2

2. DATE OF MATERIAL CHANGE

June 8, 2021

3. NEWS RELEASE

News release dated June 8, 2021 was disseminated through the facilities of Cision.

4. SUMMARY OF MATERIAL CHANGE

Cabral Gold Inc. (“ Cabral ” or the “ Company ”) announced a $10 million bought deal public offering of units.

5. FULL DESCRIPTION OF MATERIAL CHANGE

Cabral entered into an agreement with Cormark Securities Inc., on behalf of a syndicate of investment dealers (collectively, the “ Underwriters ”) pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, an aggregate of 18,520,000 units (the “ Units ”) from the treasury of the Company, at a price of $0.54 per Unit for total gross proceeds to the Company of approximately $10 million (the “ Offering ”).

Each Unit will consist of one common share of the Company (a “ Common Share ”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire one Common Share from the Company at a price of $0.80 per Common Share for a period of 24 months after Closing.

In addition, the Company has granted the Underwriters an option (the “ Over-Allotment Option ”) to purchase up to an additional 15% of the Units of the Offering on the same terms exercisable at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.

The net proceeds of the Offering shall be used for the advancement of the Company’s Cuiú Cuiú Project and for working capital and general corporate purposes.

Closing of the Offering is expected to occur on or about June 29, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

The Units to be issued under the Offering will be offered by way of a short form prospectus in

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filed in each of the provinces of Canada, excluding Québec, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and applicable state securities laws, and in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

The news release dated June 8, 2021 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

7. OMITTED INFORMATION

Not applicable .

8. EXECUTIVE OFFICER

Alan Carter President and Chief Executive Officer Telephone: 604 676 5660

9. DATE OF REPORT

June 11, 2021

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