CEO.CA Chairman's Briefing

Toronto, Ontario--(Newsfile Corp. - September 16, 2024) - Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) ("Pasofino" or the "Company") is pleased to provide an update on the strategic review process announced in its August 26, 2024 press release (the "Strategic Review Press Release"). Pasofino announces today that it has executed an exclusivity agreement dated September 12, 2024 with an arm's length potential purchaser (the "Purchaser") who has proposed to acquire Pasofino for cash consideration of US$75 million (approx. C$101.75 million), representing a purchase price of US$0.66 (approx.C$0.907) per Pasofino Common Shares^[1] (the "Offer").

As previously disclosed, the Company has been engaged with multiple parties, two of whom have previously provided written proposals to acquire Pasofino, and a site visit has occurred. In light of current gold prices, the Project's NAV and recent M&A transactions for similar gold projects in Africa, Pasofino's management carefully examined several purchase proposals with the goal to realize the best value for its shareholders.

Details of the Offer

The Offer provides the Purchaser with an exclusivity period until November 7, 2024. The Offer is subject to the Buyer and its financing partners being satisfied with the results of their due diligence, receiving all required internal approvals. The Purchaser and Pasofino expect to enter into a definitive agreement in respect of the Offer in Q4 of 2024.

As previously stated, Pasofino's intention is to disclose developments with respect to the strategic review once the board of directors has approved a specific transaction or course of action or otherwise determines that disclosure is necessary or appropriate. Pasofino is issuing this press release to disclose material information related to the strategic review process in order to allow Pasofino to undertake a financing (the "Interim Financing") to secure funds necessary to advance the Dugbe Gold Project's (the "Project") Feasibility Study optimization initiatives. It is expected that these initiatives may enhance project economics in this positive gold environment.

Accordingly, the terms of the Placement will be determined no earlier than one trading day following the dissemination of the press release. Insiders of Pasofino have confirmed their intention to subscribe for any common shares not subscribed for by third parties.

Pasofino cautions that there are no assurances or guarantees that a definitive agreement will be entered into with the Purchaser in respect of the Offer.

ABOUT THE DUGBE GOLD PROJECT

The 2,078 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 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.sedar.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 Ltd. is a Canadian-based mineral exploration company listed on the TSX-V (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.

QUALIFIED PERSONS STATEMENT

Scientific or technical information in this disclosure was prepared and approved by Mr. Andrew Pedley. Mr. Pedley is a consultant of Pasoíno 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.

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", "potential, "intend", "believe", "anticipate", "estimate", "suggest", "expression of interest", "indicate", "indicative", "proposed" and other similar words or statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the interest of third parties in potentially acquiring Pasofino, the indicative terms provided by such third parties with respect to such potential acquisition, the terms of the Offer, the entering into of a definitive agreement in respect of the Offer, the date any definitive agreement in respect of any acquisition transaction is expected to be entered into, the ability to raise the funds and complete the Placement in order 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, completion of satisfactory due diligence by a potential acquiror, negotiation and finalization of a definitive agreement and the satisfaction of all closing conditions to complete any potential transaction, including a condition that the parties obtaining all required approvals, including TSXV approval, the ability to successfully complete the strategic review process, 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. There is no assurance that any transaction or financing will be completed at all or on terms previously disclosed. Readers therefore should not place undue reliance on any such forward-looking statements. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

^[1] Based on 112,227,829 Common Shares issued and outstanding.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/223464