Pasofino Gold Announces Closing of Non-Brokered Private Placement for Gross Proceeds of Approximately C$5.3 Million

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Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) (“Pasofino” or the “Company“) is pleased to announce that it has closed its non-brokered private placement (announced August 8, 2022) of Units at $0.50 per Unit for gross proceeds of approximately C$5.3 million.

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$0.65 for a period of 18 months following the issue date of the Units.

The net proceeds of the Offering will be used by the Company in respect of its funding obligations for the Dugbe Gold Project and in connection with the Company’s previously announced strategic review process led by Ian Stalker.

Krisztian Toth, Chairman of the Board of Pasofino, commented: “With the funds raised under this financing, the Company is well positioned to continue with its strategic review process and to exercise its option to acquire 100% of the Project (prior to the government of Liberia’s 10% carried interest) by converting the 51% ownership interest in the Dugbe Gold Project held by Hummingbird into a 51% shareholding interest in Pasofino.”

Certain insiders subscribed for 2,976,434 Units. The issuances of Units to such insiders are considered related party transactions 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(a)) of MI 61-101, respectively, in respect of such insider participation.

A total of 10,617,843 common shares and 4,065,332 Warrants were issued pursuant to the financing.

All securities issued are subject to a 4 month hold period expiring February 20, 2023.

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 financing, the Company paid a finder’s fee of $1,750 in cash and 3,500 Warrants.

About Pasofino Gold Ltd.

Pasofino Gold Ltd. is a Canadian-based mineral exploration company listed on the TSX-V (VEIN).

Pasofino, through its wholly-owned subsidiary, owns a 49% economic interest (prior to the issuance of the Government of Liberia’s 10% carried interest) in the Dugbe Gold Project.

Pasofino has an option to consolidate ownership in the Dugbe Gold Project by converting Hummingbird’s 51% ownership of the Project for a 51% shareholding in Pasofino, such that Pasofino would own 100% of the Project (prior to the government of Liberia’s 10% carried interest), subject to the receipt of all required approvals including the TSX Venture Exchange.

For further information, please visit www.pasofinogold.com or contact:

Lincoln Greenidge, CFO
T: 416 451 0049
E: lgreenidge@pasofinogold.com

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 Offering, the ability to obtain all requisite regulatory approvals including the approval of the TSX Venture Exchange, the ability to apply the proceeds as intended, the results of business operation, the results of exploration activities; 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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