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VANCOUVER, Oct. 31, 2017 /CNW/ - Cabral Gold Inc.
(formerly San Angelo Oil Limited) (the "Company") (TSXV: CBR) is pleased to announce that it has completed the previously
announced business combination with Cabral Gold Ltd. ("Cabral") and 1116669 B.C. Ltd. (the "Transaction"). The
Company changed its name from "San Angelo Oil Limited" to "Cabral Gold Inc." and completed a share consolidation. In connection
with the completion of the Transaction, the Company's common shares are expected to commence trading on a consolidated basis on
the TSX Venture Exchange under the symbol "CBR" at the open of the market on or about November 2,
2017.
Financing by Cabral
Shortly prior to closing of the Transaction, Cabral completed a third tranche of its private placement financing (the
"Offering"). The third tranche was completed on a non-brokered basis, with Cabral raising gross proceeds of approximately
$559,000 through the sale of 5,175,334 subscription receipts (the "Subscription Receipts")
at a price of $0.108 per Subscription Receipt. In connection with the third tranche of the
Offering, Cabral issued a total of 238,323 special warrants (the "Special Warrants") to various finders and paid cash
finders' fees totalling approximately $25,739 to the finders.
Cabral raised total gross proceeds of approximately $4.16 million in the Offering, through the
sale of 38,507,414 Subscription Receipts. Immediately prior to the closing of the Transaction, each Subscription Receipt issued
in the Offering was converted, without additional consideration into one unit of Cabral which, in conjunction with the closing of
the Transaction, was exchanged for 0.18 of one unit of the Company. Each whole unit of the Company (a "Unit") was
comprised of one post-consolidation common share of the Company, one-half of one class A warrant and one-half of one class B
warrant. Each whole class A warrant entitles the holder to purchase one post-consolidation common share of the Company at a price
of $0.75 until October 30, 2018, and each whole class B warrant
entitles the holder to purchase one post-consolidation common share of the Company at a price of $0.90 until October 30, 2019.
Immediately prior to the closing of the Transaction, each Special Warrant was automatically exercised into a compensation
warrant of Cabral, which, in conjunction with closing of the Transaction, was exchanged for 0.18 of a compensation warrant of the
Company. Each compensation warrant entitles the holder to acquire one Unit of the Company at an exercise price of $0.60 until October 30, 2019.
The net proceeds of the Offering will be used to finance the Company's work program on the Cuiú Cuiú project and for general
working capital, as more particularly described in the filing statement of the Company dated October 23,
2017.
Summary of the Transaction
The Transaction was carried out by way of a three-cornered amalgamation, whereby Cabral amalgamated with 1116669 B.C. Ltd., a
wholly owned subsidiary of the Company. Concurrently with closing of the Transaction, the Company completed a share
consolidation, such that every five existing common shares were consolidated into one new common share of the Company.
Shareholders of Cabral received 0.18 of a post-consolidation common share of the Company for each common share of Cabral held by
them immediately prior to the completion of the Transaction. The Company issued 29,753,868 post-consolidation shares in exchange
for the common shares of Cabral, which includes shares issued on conversion of the Subscription Receipts. The certificates
representing the Subscription Receipts and Special Warrants, and any original share certificates of Cabral, are now null, void
and of no further force or effect. As a result of the closing of the Transaction, including the consolidation, the Company now
has 31,052,418 common shares issued and outstanding.
The board of directors of the Company is comprised of Alan Carter, acting as President and
Chief Executive Officer, Charles Oliver, Dennis Moore, Donald Njegovan and Derrick Weyrauch. Paul
Hansed is the Chief Financial Officer and Corporate Secretary of the Company.
As a result of the exchange of their shares of Cabral for shares of the Company, Alan Carter of
Vancouver, British Columbia, and Dennis Moore, of Lisbon, Portugal, each received 5,527,665 post-consolidation common shares of the Company at a deemed value
of $0.60 per post-consolidation common share. Each now holds approximately 17.8% of the issued and
outstanding common shares of the Company, and approximately 13.6% on a fully diluted basis. Mr. Carter and Mr. Moore did not own
any shares of the Company prior to the Transaction.
M Partners Inc. acted as financial advisor to Cabral in connection with the Transaction. As a result of the completion of the
Transaction, the Company will pay M Partners Inc. a success fee, which may be paid in cash or common shares of the Company.
Final acceptance of the Transaction by the TSX Venture Exchange is subject to the Company filing all final documentation.
About Cabral Gold Inc.
The Company is a junior resource company and is engaged in the identification, exploration and development of mineral
properties, with a primary focus on gold properties located in Brazil. The Company owns the Cuiú
Cuiú gold project located in the Tapajos Region within the state of Para in northern Brazil.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking Statements
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable
securities legislation (collectively "forward-looking statements"). The use of the words "will", "expected" and similar
expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties
and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking
statements. Such forward-looking statements should not be unduly relied upon. This news release contains forward-looking
statements and assumptions pertaining to the following: receipt of regulatory approval, strategic plans and future operations,
results of exploration, capital expenditures and objectives. Actual results achieved may vary from the information provided
herein as a result of numerous known and unknown risks and uncertainties and other factors. The Company believes the expectations
reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to
be correct.
SOURCE Cabral Gold Inc.
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