/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
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.
