Pasofino Gold Announces the Acquisition of the Remaining Interest in the Dugbe Gold Project

Hummingbird Resources plc to Become a Control Person in Connection with Pasofino Gold’s Consolidation of the Ownership of the Dugbe Gold Project

Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) (“Pasofino” or the “Company“) is pleased to announce that further to the news releases issued on November 1, 2022 and August 23, 2023, Pasofino has closed in escrow the consolidation of it’s ownership interest and will on escrow release, own 100% of the Dugbe Gold Project (prior to giving effect to the 10% carried interest of the Government of Liberia).

The consolidation is pursuant to Pasofino’s exercise of its right (see the November 1, 2022 press release of Pasofino) under the option agreement (“Option Agreement“) to cause HB PLC to sell to ARX Resources Limited (“ARX“), a wholly owned subsidiary of Pasofino, HB PLC’s 51% interest in the issued and outstanding shares of Hummingbird Resources (Liberia) Inc. (“HBL“), all shareholder loans made by HB PLC to HBL and all sums owed in consideration for services provided by HB PLC to HBL (the “Dugbe Interest“) to Pasofino in order for Pasofino to become owner of 100% of the Dugbe Gold Project (prior to giving effect to the 10% carried interest of the Government of Liberia) (the “Project Consolidation“). As consideration for the Project Consolidation, Pasofino will issue to HB PLC 54,027,783 common shares in the capital of the Company resulting in HB PLC holding a 51% shareholding interest in Pasofino and therefore becoming a “control person” of Pasofino as defined by the policies of the TSX Venture Exchange (the “TSXV“).

The shareholders of the Company approved HB PLC becoming a “control person” at the annual general and special meeting held on August 23, 2023 (see the August 23, 2023 press release of Pasofino). The completion of closing and release from escrow is subject to the TSXV approving the Personal Information Form filed by HB PLC, in its capacity as a control person.

As noted in the November 1, 2022 press releases of HB PLC and Pasofino, the Project Consolidation simplifies the ownership structure of the Dugbe Gold Project and ensures that what is one of the largest gold projects in West Africa has clear visibility of its own.

In order to effect the Project Consolidation, HB PLC, Pasofino and ARX are entering into a share exchange agreement (“Share Exchange Agreement“), effective upon the Personal Information Form filed by HB PLC being approved by the TSXV.

The Share Exchange Agreement provides that Pasofino and HB PLC enter into an investor rights agreement (“Investor Rights Agreement“), pursuant to which HB PLC is entitled to designate three (3) members to the board of directors (the “Board“), of which two (2) members have been appointed and the third member will be appointed post Project Consolidation. HB PLC will appoint Thomas Hill and Dan Betts and Pasofino will appoint Stephen Dattels. These directors will serve on the Board effective as of the escrow release date until they seek re-election at the next annual meeting of Pasofino’s shareholders.

In connection with the appointment of the new directors, Darryl Levitt, Krisztian Toth and Daniel Limpitlaw will resign as directors of Pasofino, effective on the escrow release date. Pasofino thanks Messers. Levitt, Toth and Limpitlaw for their contributions to the Board and wishes them the best in their future endeavours. Management of Pasofino will remain unchanged.

Following the Project Consolidation, the initial Board will be comprised of Dan Betts (as non-executive chairman), Stephen Dattels (as non-executive deputy chairman), Thomas Hill (as a non-executive director) and a lead independent director who will be appointed after the Project Consolidation, in addition to two of the existing directors – Savaş Sahin and Robert Metcalfe, who will continue as directors of the Board.

ABOUT THE DUGBE GOLD PROJECT

The 2,302 km² Dugbe Gold 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 Dugbe Gold Project: Dugbe F and Tuzon discovered by Hummingbird entities 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 metres at Tuzon and Dugbe F during 2021. Both deposits have Mineral Resource Estimates dated November 17, 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 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.ca and on the Company’s website.

Figure 2. Dugbe Gold Project Mineral Development Area and gold deposits and targets with airborne magnetic data background.

Table 3. Mineral Resource Estimate for the Dugbe Gold Project using a 0.5 g/t Au cut-off grade

Notes:

1) The effective date of the Mineral Resource is November 17, 2021.

2) The Mineral Resource are stated using a 0.5 g/t cut-off grade and within a USD1700/oz gold conceptual pit shell.

3) Figures have been rounded to the appropriate level of precision for the reporting of Mineral Resources.

4) The Mineral Resources are stated as in situ dry tonnes. All figures are in metric tonnes.

5) The Mineral Resource has been classified under the guidelines of the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council (2014), and procedures for classifying the reported Mineral Resources were undertaken within the context of the Canadian Securities Administrators National Instrument 43-101 (NI 43-101).

6) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

QUALIFIED PERSONS STATEMENT

Scientific or technical information in this disclosure that relates to exploration results was prepared and approved by Mr. Andrew Pedley. Mr. Pedley is a consultant of Pasofino Gold Ltd.’s wholly owned subsidiary ARX Resources Limited. He is a member in good standing with the South African Council for Natural Scientific Professions (SACNASP) and is as a Qualified Person under National Instrument 43-101.

ABOUT PASOFINO GOLD LTD.

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

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

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 acquisition of the balance of the Dugbe Gold Project from HB PLC, the ability to obtain all requisite government and regulatory approvals including the approval of the TSX Venture Exchange, the ability to fund operations, 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.

NON-IFRS MEASURES

This news release includes certain terms or performance measures commonly used in the mining industry that are not defined under International Financial Reporting Standards (IFRS), including cash costs and AISC per payable ounce of gold sold. Non-IFRS measures do not have any standardised meaning prescribed under IFRS and, therefore, they may not be comparable to similar measures employed by other companies. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.