Mr. Luquman Shaheen reports

PANORO MINERALS RECEIVES PAYMENT No.2 FOR ANTILLA PROJECT TRANSACTION

Panoro Minerals Ltd. has received approximately $2.7-million ($2-million (U.S.)) from Calisto Cobre Resources Corp. as per terms of the company's sale in December, 2021, of 90 per cent of the shares of Antilla Copper SA, a former wholly owned subsidiary of Panoro, to Calisto.

As disclosed in its Aug. 8, 2023, news release, the company received payment No. 1 of $10.0-million ($7.3-million (U.S.)) on closing in December, 2021, and in August, 2023, agreed to amendments to the share purchase agreement and shareholders' agreement with Calisto that extended the timeline for receipt of the next payment, $2.8-million ($2.1-million (U.S.)), to March 31, 2024. Pursuant to the amended agreements, the company received an immediate payment of $300,000 ($226,380 (U.S.)) made toward the second payment.

On March 4, 2024, Calisto paid a total of $2.7-million ($2-million (U.S.)) to Panoro consisting of $2.5-million ($1.8-million (U.S.)), the balance of the second payment and accrued interest at a rate of 6.7 per cent of approximately $230,000 ($170,370 (U.S.)).

"Panoro is pleased to have received payment No. 2 in advance of the March 31, 2024, timeline per the amended agreement. The cash injection will be used in updating the PEA [preliminary economic assessment] for the Cotabambas project to reflect the many enhancements to the project resulting from the updated mineral resource estimate announced in January, 2024. The enhancements envisioned for Cotabambas include the addition of a high grade starter pit, potential reduction in initial capex with a reduced throughput start-up focused on the high-grade starter pit, increased metallurgical recoveries, concentrate trucking route alternatives, reduced footprint for tailings and wasterock storage in addition to others. The updated PEA will be a snapshot for the ongoing prefeasibility studies (PFS) where several trade-off studies are already complete. The updated PEA and subsequent PFS will incorporate a new mine plan incorporating the results of the updated mineral resource estimate. These combined factors should greatly enhance the permitting and financing trajectories for the Cotabambas project and derisk the project development. Calisto Cobre is making steady progress at the Antilla project, providing Panoro confidence in the timelines for the receipt of payments No. 3 and No. 4 in 2025 and 2026."

Payment No. 3 of $7-million ($5.2-million (U.S.)) from Calisto is payable within 12 months of Calisto obtaining drilling permits and completing land access agreements at the Antilla project. Payment No. 4 will be due after Calisto completes a study of the Antilla project with Panoro receiving 13 per cent of the estimated net present value, less the $20-million ($14.8-million (U.S.)) total of payments No. 1, No. 2 and No. 3. In addition, Panoro will retain a 10-per-cent interest in the Antilla project plus a 2-per-cent NSR (net smelter return) royalty and whereby if Panoro's interest in Antilla is diluted to below 5 per cent, Panoro's interest will convert to an additional 1-per-cent NSR royalty for a total of 3-per-cent NSR royalty, subject to certain NSR buyback provisions.

We seek Safe Harbor.