Mr. Luquman Shaheen reports

PANORO MINERALS LTD. ANNOUNCES BROKERED LIFE OFFERING FOR GROSS PROCEEDS OF UP TO C$10 MILLION

Panoro Minerals Ltd. has entered into an agreement with Cantor Fitzgerald Canada Corp. (CFCC), which has agreed to act as lead agent and sole bookrunner, on behalf of a syndicate of agents, in connection with a best efforts private placement for the sale of up to 20 million units of the company at a price of 50 cents per unit for aggregate gross proceeds of up to $10-million. Each unit will comprise one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of 70 cents at any time on or before that date that is 36 months following the closing date (as herein defined).

The company also granted the agents an option, exercisable in whole or in part, at any time up to 48 hours prior to the closing date (as defined below), to purchase, or arrange for the purchase of, up to an additional 15 per cent of the units at the offering price, and otherwise on the same terms and conditions as the units, for additional gross proceeds of up to $1.5-million. For clarity, all references herein to the offering shall be deemed to include the agents' option, and all references herein to the units being offered or distributed as part of the offering shall be deemed to include the additional units offered or distributed pursuant to the agents' option.

The company intends to use the net proceeds of the offering for infill drilling, metallurgical testing, prefeasibility engineering and completion of an updated preliminary economic assessment (PEA) on the company's Cotabambas copper-gold-silver project, working capital, including mineral concession payments, and general corporate purposes.

The offering will be made by way of private placement on a best efforts basis: (i) in each of the provinces of Canada, other than Quebec, pursuant to the exemption from the prospectus requirements of National Instrument 45-106, Prospectus Exemptions set out in Part 5A; (ii) in the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended; and (iii) outside Canada and the United States, in jurisdictions agreed upon by the lead agent and the company, on a basis which does not require the qualification or registration of any of the company's securities under domestic securities laws.

There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors of the units should read this offering document before making an investment decision.

The offering is scheduled to close on June 23, 2025, or such other date within 45 days of the date of this news release as is mutually agreed upon by the company and the lead agent.

Completion of the offering is subject to certain conditions, including, but not limited to, the negotiation of an agency agreement between the company and the agents with respect to the offering, and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

About Panoro Minerals Ltd.

Panoro remains focused on completing its technical objectives, including project optimization studies, which will feed into a preliminary economic assessment (PEA) and help define the scope for the prefeasibility study for its Cotabambas project.

From the sale of the Antilla project in 2021, Panoro is planning to receive payment No. 3 in 2025. In addition, the company will receive a contingent payment based on the estimated net present value (NPV) of the Antilla project at a later date. The proceeds from these payments are expected to be invested into the advancement of the Cotabambas project to feasibility level and permitting.

Corporately, in parallel with the advancement of technical objectives, Panoro is engaged in early-stage discussions of potential strategic alternatives with several parties to advance the Cotabambas project into construction and operation.

We seek Safe Harbor.