Mr. Luquman Shaheen reports

PANORO MINERALS LTD. ANNOUNCES UPDATE TO PAYMENT #3 FOR THE ANTILLA PROJECT TRANSACTION

Panoro Minerals Ltd. has entered into amending agreements to the: (i) option agreement dated March 4, 2024, as amended on March 18, 2024, among the company, TABB Partners LLC and Antilla Copper SA; and (ii) share purchase agreement dated as of Oct. 21, 2021, as amended on June 9, 2023, among the company, Panoro Holdings Ltd. and Calisto Cobre Inc. in connection with the company's sale in December, 2021, of 90 per cent of the shares of Antilla Copper, a former wholly owned subsidiary of the company, to Calisto.

In connection with the amending agreement to the option agreement, the company has granted the optionee the sole and exclusive option to acquire an additional 50-per-cent undivided interest in the net smelter return royalty on the Antilla project. For greater clarity, pursuant to the amending agreement, the optionee may acquire up to a 100-per-cent interest in the royalty (for an aggregate 2-per-cent net smelter return royalty). The optionee must exercise its right to acquire the first option granted, being 50 per cent of the royalty, within 30 days of the date of the amending agreement. Otherwise, the first option expires, and the optionee is not permitted to exercise the second option (to acquire the additional 50 per cent of the royalty).

In connection with the amending agreement to the SPA, the parties have agreed: (i) that the third payment of $7-million ($5.2-million (U.S.)) is payable by Calisto on or before June 15, 2026, in exchange for an additional 15 per cent of the issued and outstanding shares of Antilla; and (ii) the contingent payments will be paid in cash on a semi-annual basis after the commencement of commercial production from available cash.

About Panoro Minerals Ltd.

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

We seek Safe Harbor.