Cabral Gold Inc. — Capital/Financing Update 2021

Jun 15, 2021

CABRAL GOLD INC.

TERMS AND CONDITIONS OF PUBLIC OFFERING OF UNITS

June 8, 2021

The securities will be offered by way of a short form prospectus in each of the provinces of British Columbia, Alberta and Ontario. A preliminary short form prospectus containing important information relating to the securities has not yet been filed with the applicable Canadian securities regulatory authorities. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this term sheet and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This term sheet does not provide full disclosure of all material facts relating to the securities. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the offered securities, before making an investment decision.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States (as defined in Regulation S under the U.S. Securities Act (the “United States”)). Accordingly, the securities may not be offered, sold or delivered, directly or indirectly, within the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. This term sheet does not constitute an offer to sell, or a solicitation of an offer to buy, any of these securities within the United States.

Copies of the preliminary short form prospectus may be obtained from Melisa Ohotski (office 416-943-6414; email: mohotski@cormark.com).

(All amounts shown in C$)

Issuer:	Cabral Gold Inc. (the “Company”).
Offering:	Treasury offering of 18,520,000 units (the “Units”) of the Company.
Offering Price:	$0.54 per Unit.
Units:	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 (a “Warrant Share”)
	from the Company at a price of $0.80 for a period of 24 months after Closing.
Size of the Offering:	$10,000,800 ($11,500,920 including the full exercise of the Over-Allotment
	Option (as defined below)).
Over-Allotment Option:	The underwriters will have an option to purchase up to an additional 15% of the
	Offering on the same terms as the Offering at any time up to 30 days following
	Closing (as defined below), solely for market stabilization purposes and to
	cover over-allotments, if any.
Use of Proceeds:	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.
Form of Underwriting:	“Bought deal” subject to an underwriting agreement containing conventional
	bought deal termination provisions.
Form of Offering:	The Units will be offered (i) by way of a short form prospectus to be filed in
	each of the provinces of British Columbia, Alberta and Ontario, pursuant to
	National Instrument 44-101 –Short Form Prospectus Distributions; (ii) in the
	United States on a private placement basis pursuant to an exemption from the
	registration requirements of the U.S. Securities Act; and (iii) in jurisdictions

outside of Canada and the United States, as agreed to between the Company and the underwriters, 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.

Eligibility: The Common Shares and the Warrant Shares will be eligible for Canadian RRSPs, RRIFs, RDSPs, DPSPs, RESPs and TFSAs.

Listing: The existing common shares of the Company are listed on the TSX Venture (the “ Exchange ”) under the symbol “CBR”. The Company will use its best efforts to ensure that the Common Shares and Warrant Shares will be listed on the Exchange, which listing shall be conditionally approved prior to Closing.

Lead Underwriter: Cormark Securities Inc.

Commission: 6.0% cash commission plus 6.0% broker warrants (exercisable to acquire one Common Share at the Offering Price for a period of 24 months after Closing). For president’s list purchasers, subject to adjustment in certain cases, the commission will be reduced to 3.0% cash commission plus 3.0% broker warrants.

Closing: On or about June 29, 2021 or such other date as the underwriters and the Company may agree.