Pasofino Gold Announces Closing of Non-Brokered Private Placement for Gross Proceeds of Approximately C$3.3 Million

Pasofino Gold Limited (TSXV: VEIN) (FSE: N07A) (“Pasofino” or the “Company”) is pleased to announce that it has completed the initial portion of its non-brokered private placement (announced October 4, 2024) of units (each, a “Unit“) at C$0.70 (or US$0.52) per Unit for gross proceeds of approximately C$3.3 million (US$2.4 million) (the “Offering“). A second and final closing is anticipated on or about October 31, 2024.

Each Unit consisted of one common share of the Company (each, a “Unit Share“) and one half of one common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant entitles the holder thereof to purchase one common share of the Company (each, a “Warrant Share“) at a price of C$0.90 for a period of 18 months following the issue date of the Units.

At today’s initial closing, the Company issued a total of 4,770,767 common shares and 2,385,383 warrants. The Company will complete the final closing for an additional 36,000 common shares and 18,000 warrants on or about October 31, 2024. All securities issued pursuant to the Offering are subject to a four-month hold period, expiring on March 1, 2025.

The Company received a lead order from its newly-appointed director, Brett Richards, for 578,338 Units for gross proceeds of approximately C$404,837. The issuances of Units to Mr. Richards is considered a related party transaction under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, in respect of Mr. Richards’ participation.

The net proceeds of the Offering will be used by the Company in connection with the advancement of the Dugbe Gold Project and for general working capital purposes.

Mr. Brett Richards, Director of Pasofino Gold commented: “I have always felt that the Dugbe Gold project had tremendous potential, since last visiting the project in 2016. Now, I have the opportunity to return to the project and directly advance its further development, through various optimization studies of the bankable feasibility study completed in 2022. I believe there is meaningful scope to increase the already robust project economics, by analyzing pre-production Cap Ex costs; life of mine operating costs, power optimization options, and various recovery improvements. In this dynamic gold price environment and favorable mining jurisdiction, I look forward to bringing my experience from several successful exits to the current strategic review process, while also preparing Pasofino for construction and financing decision(s) in the future.”

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

In connection with the Offering, the Company paid a finder’s fee of C$12,294.25 in cash.

ABOUT THE DUGBE GOLD PROJECT

The 2,078 km2 Dugbe Gold Project (the “Project“) is in southern Liberia and situated within the southwestern corner of the Birimian Supergroup which is host to most West African gold deposits. To date, two deposits have been identified on the Project; Dugbe F and Tuzon discovered by Hummingbird in 2009 and 2011 respectively. The deposits are located within 4 km of the Dugbe Shear Zone which is thought to have played a role in large scale gold mineralization in the area.

A significant amount of exploration in the area was conducted by Hummingbird up until 2012 including 74,497 m of diamond coring. Pasofino drilled an additional 14,584 m at Tuzon and Dugbe during 2021. These deposits have a combined Mineral Resource Estimates dated 17 November 2021 with total Measured and Indicated of 3.3 Moz with an average grade of 1.37 g/t Au, and 0.6 Moz in Inferred.

Following the completion of the Definitive Feasibility Study in June 2022 a Mineral Reserve Estimate was declared, based on the open-pit mining of both deposits over a 14-year Life of Mine. A technical report for the Dugbe Gold Project was prepared in accordance with National Instrument 43-101 and filed on SEDAR+ at www.sedarplus.com and on the Company’s website.

In addition to the existing deposits there are many gold prospects within the Project including the Bukon Jedeh area and the DSZ target on the Tuzon-Sackor trend where Pasofino has discovered a broad zone of surface gold mineralisation in trench and outcrop along strike from Tuzon. At this and several of the other prospects no drilling has been carried out to date.

In 2019, Hummingbird signed a 25-year Mineral Development Agreement (“MDA“) with the Government of Liberia providing the necessary long-term framework and stabilization of taxes and duties. Under the terms of the MDA, the royalty rate on gold production is 3%, the income tax rate payable is 25% (with credit given for historic exploration expenditures), the fuel duty is reduced by 50%, and the Government of Liberia is granted a free carried interest of 10% in the Project.

ABOUT PASOFINO GOLD LTD.

Pasofino Gold Limited is a Canadian-based mineral exploration company listed on the TSXV (VEIN).

Pasofino, through its wholly-owned subsidiary, owns 100% of the Dugbe Gold Project (prior to the issuance of the Government of Liberia’s 10% carried interest).

Neither the 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.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This news release contains “forward-looking statements” that are based on expectations, estimates, projections and interpretations as at the date of this news release. Forward-looking statements are frequently characterised by words such as “plan”, “expect”, “project”, “seek”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other similar words or statements that certain events or conditions “may” or “will” occur, and include, without limitation, statements regarding the ability to raise the funds to finance its ongoing business activities including the acquisition of mineral projects and the exploration and development of its projects. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors may include, but are not limited to, the ability to successfully complete the second Offering, the ability to obtain all requisite regulatory approvals including the final approval of the TSXV, the ability to apply the proceeds as intended, the results of business operation, the results of exploration activities; the results of the strategic review process, the ability of the Company to complete further exploration activities; timing and availability of external financing on acceptable terms and those risk factors outlined in the Company’s Management Discussion and Analysis as filed on SEDAR+. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

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