Cabral Gold Closes $45 Million Private Placement With Peruvian Miner Alpayana

Cabral Gold Inc. closed a non-brokered private placement of 34,582,754 units at $1.30 per unit for gross proceeds of $44,957,580, with Peruvian mining group Alpayana S.A.C. taking a 9.99% undiluted equity stake as a strategic investor. Cabral Gold's President and Chief Executive Officer, Alan Carter, said the transaction supports the company's two-phase development strategy at the Cuiú Cuiú gold district in Brazil as it advances toward a first gold pour targeted for September 2026. Each unit comprises one common share and half of one common share purchase warrant, with each whole warrant exercisable at $1.70 until February 24, 2028, and Alpayana has secured pro rata participation, top-up, and board nomination rights under an investor rights agreement tied to its ongoing ownership thresholds.

Company Overview

Cabral Gold Inc. (TSXV: CBR | OTCQX: CBGZF) is a junior resource company engaged in the exploration, development, and near-term production of gold properties in Brazil, holding a 100% interest in the Cuiú Cuiú gold district in the Tapajós Region of Pará state, northern Brazil. Three main gold deposits at Cuiú Cuiú host resources of 12.29 million tons at 1.14 grams per tonne gold (450,200 ounces) in harder, deeper rock and 13.56 million tons at 0.50 grams per tonne gold (216,182 ounces) in near-surface material, at a confidence level the company classifies as Indicated. A further 13.63 million tons at 1.04 grams per tonne gold (455,100 ounces) in deeper rock and 6.4 million tons at 0.34 grams per tonne gold (70,569 ounces) in near-surface material are classified at a lower confidence level, known as Inferred. These estimates are based on independent technical reports dated October 12, 2022, October 21, 2024, and July 29, 2025. The company is currently building its Phase 1 processing operation based on the 2025 study, targeting commercial gold production in the fourth quarter of 2026.

Private Placement Details

Cabral Gold closed the private placement on August 24, 2026, issuing 34,582,754 units at $1.30 per unit for gross proceeds of $44,957,580. Each unit consists of one common share and half of one common share purchase warrant, with each whole warrant entitling the holder to acquire one additional common share at $1.70 until February 24, 2028. Alpayana purchased the entire offering as a strategic investment, and all securities issued are subject to a statutory hold period that expires on December 25, 2026. Final acceptance of the transaction by the TSX Venture Exchange remains outstanding.

The company intends to direct net proceeds toward exploration and development of its mineral properties and for general working capital purposes.

Strategic Rationale & Investor Rights

President and Chief Executive Officer of Cabral Gold, Alan Carter, framed the investment as validation of the company's progress at Cuiú Cuiú:

"We are extremely pleased to welcome Alpayana as a strategic investor with a 9.99% undiluted interest in our Company. Alpayana's investment represents a strong endorsement of our Cuiú Cuiú project, our team, and our two-phase development strategy as we move towards our first gold pour in September of this year. This strategic investment allows us to accelerate the expansion of our Phase 1 mine in the coming months, as well as the development of what we expect will be a much larger Phase 2 hard rock mining operation at Cuiú Cuiú. With six mines currently in operation in Peru and Mexico, Alpayana brings considerable expertise and experience that will assist us with unlocking the untapped value within the broader Cuiú Cuiú district. We believe this strategic investment further strengthens our ability to execute on our growth strategy and create long-term value for our shareholders."

Chairman of Alpayana, Alejandro Gubbins, pointed to the group's operating history in Latin America as the basis for its confidence in the district:

"This investment reflects Alpayana's confidence in Cabral's team and in the geological potential of the Cuiú Cuiú district and the larger Tapajos region in Brazil. As a private group with four decades of continuous operations in Latin America, we are proud to extend our long-term, responsible approach to mining into Brazil's newest and most exciting gold district. We are very pleased to support Cabral in expanding its Phase 1 gold-in-oxide heap leach mine and advancing the much larger and underlying hard-rock resources towards development."

Under the investor rights agreement signed alongside the placement, Alpayana is entitled to pro rata participation in future equity financings and top-up rights following dilutive issuances for as long as it holds at least 9.00% of Cabral's outstanding common shares, and to nominate one director, or appoint a board observer if no nominee is then serving, for as long as its holding remains at or above 9.99%. Before the placement, Alpayana held no shares or other securities of Cabral; it now beneficially owns 34,582,754 common shares and 17,291,377 warrants, representing 9.99% of Cabral's outstanding shares on a non-diluted basis and 14.27% on a partially diluted basis, assuming full exercise of its warrants. Alpayana, a private mining group operating multiple mines in Peru and Mexico, describes a long-term, responsible approach to mining that it intends to extend into Brazil.

Next Steps

Cabral's near-term priorities following the closing center on advancing both the transaction and the underlying project. The company still requires final acceptance of the private placement from the TSX Venture Exchange, and it intends to file the investor rights agreement and Alpayana's early warning report on Cabral's SEDAR+ profile. On the operational side, Cabral continues to advance toward a first gold pour at the Phase 1 gold-in-oxide heap leach operation, targeted for September 2026, and plans to direct proceeds from the placement toward accelerating the Phase 1 mine expansion while continuing to evaluate the larger Phase 2 hard rock mining operation at Cuiú Cuiú.