Early Warning Report Regarding Voyager Metals Inc.

TORONTO, ON / ACCESSWIRE / March 16, 2023 / Cerrado Gold Inc. (TSX.V:CERT)(OTCQX:CRDOF) (“Cerrado” or the “Company”) today announced that on March 15, 2023 Cerrado acquired ownership of 24,294,156 common shares (“Common Shares“) in the capital Voyager Metals Inc. (“Voyager“), a company with a head office at 200 Bay Street, Suite 3205, Toronto, Ontario M5J 2J2, at a purchase price of C$0.1523 per Common Share for an aggregate purchase price of C$3,699,999.96. Cerrado acquired ownership though a non-brokered private placement transaction (the “Private Placement“) of a total of 31,024,294 Common Shares previously announced by Voyager on March 7, 2023 and March 15, 2023.

Prior to the acquisition of the Common Shares upon closing of the Private Placement, Cerrado held no Common Shares, directly or indirectly. The 24,294,156 Common Shares acquired by Cerrado are all of the Common Shares held directly or indirectly by Cerrado, or over which Cerrado exercses control or direction, and represent approximately 19.6% of the issued and outstanding Common Shares immediately following completion of the Private Placement.

On March 7, 2023 Cerrado entered into a subscription agreement (the “Subscription Agreement“) with Voyager to acquire the Common Shares in the Private Placement. The Subscription Agreement was entered into concurrently with the execution of an arrangement agreement (the “Arrangement Agreement“) between Voyager and Cerrado, pursuant to which Cerrado agreed to acquire all of the issued and outstanding securities of Voyager by way of a plan of arrangement (the “Arrangement“). The completion of the Plan of Arrangement remains subject to the satisfaction or waiver customary closing conditions, including but not limited to the acceptance of the Arrangement by the TSXV, and the receipt of the approval of Voyager securityholders. Upon successful completion of the Arrangement, Cerrado would acquire all of the issued and outstanding Common Shares not already held by Cerrado at a price of one common share in the capital of Cerrado (a “Cerrado Share“) for every six Voyager Shares held by shareholders other than Cerrado.

Cerrado acquired the Common Shares to provide additional near-term liquidity Voyager in anticipation of completion of the Arrangement. Subject to applicable law, Cerrado may take such future actions with respect to the Common Shares as it deems appropriate, including, without limitation, purchasing or selling additional securities, whether in the open market, by privately negotiated agreement, or otherwise, engaging in short selling of or any hedging or similar transaction with respect to the securities, and taking any other action with respect to Voyager or any of its securities in any manner permitted by law including, without limitation, the requisition of meetings of Voyager’s securityholders and the solicitation of proxies from Voyager’s securityholders in any manner permitted by law. Any alternative that Cerrado may pursue will depend on a variety of factors including, without limitation, current and anticipated future trading prices of the securities of Voyager, general economic, financial market and industry conditions, other investment and business opportunities available to Cerrado, changes in law and governmental regulations, tax considerations and other factors.

For more information, or to obtain a copy of the subject early warning report, please contact:

À propos de Cerrado

Cerrado is a Toronto based gold production, development and exploration company focused on gold projects in the Americas. The Company is the 100% owner of both the producing Minera Don Nicolás mine in Santa Cruz province, Argentina, and the highly prospective development project, Monte Do Carmo located in Tocantins State, Brazil.

At Minera Don Nicolas, Cerrado is maximising asset value through further operation optimization and continued production growth. An extensive campaign of exploration is ongoing to further unlock potential resources in our highly prospective land package.

At Monte Do Carmo, Cerrado is rapidly advancing the Serra Alta deposit through Feasibility and production. The Serra Alta deposit Indicated Resources of 541 kozs of contained gold and Inferred Resources of 780 kozs of contained gold. The Preliminary Economic Assessment demonstrates robust economics as well as the potential to be one of the industry’s lowest cost producers. Cerrado also holds an extensive and highly prospective 82,542 ha land package at Monte Do Carmo.

For more information about Cerrado please visit our website at: www.cerradogold.com.

Avis de non-responsabilité :

This press release contains statements that constitute “forward-looking information” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation, all statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements contained in this press release include, without limitation, statements regarding the business and operations of Cerrado. In making the forward- looking statements contained in this press release, Cerrado has made certain assumptions, including, but not limited to the satisfaction of conditions precedent to the completion of the Arrangement and the successful completion of the acquisition of Voyager by Cerrado. Although Cerrado believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Cerrado disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Voyager Metals Inc.