Mr. Luquman Shaheen reports

PANORO ANNOUNCES BROKERED LIFE OFFERING FOR GROSS PROCEEDS OF UP TO $20 MILLION

Panoro Minerals Ltd. has entered into an agreement with Clarus Securities Inc., who has agreed to act as lead agent and sole bookrunner on behalf of a syndicate of agents including Red Cloud Securities Inc., Agentis Capital Markets (First Nations Financial Markets LP) and Raymond James Ltd., in connection with a marketed best efforts private placement offering, pursuant to Part 5A of National Instrument 45-106 -- Prospectus Exemptions and Coordinated Blanket Order 45-935 -- Exemption from Certain Conditions of the Listed Issuer Financing Exemption for the sale of up to 21,052,632 common shares of the company at a price of 95 cents per common share for aggregate gross proceeds of up to approximately $20-million.

In connection with the offering, the company will pay the agents a cash commission of 6.0 per cent of the gross proceeds of the offering on the closing of the offering. In addition to the cash fee payable to the agents, the company shall issue to the agents, on the closing of the offering, compensation options equal to 6.0 per cent of the aggregate number of common shares sold under the offering. The compensation options will entitle the agents to purchase common shares at a price of $1.00 per common share, which may be exercised at any time and from time to time, for a period of 12 months following the closing of the offering.

The net proceeds from the offering will be used for exploration and development at the Cotabambas copper-gold-silver project in Peru, and for general corporate and working capital purposes.

Closing of the offering is expected to occur on or about May 13, 2026, or such other date as the agents and the company may agree. Completion of the offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the common shares will be offered for sale to purchasers in each of the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption. Subject to certain exceptions, the common shares are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The common shares may also be sold in offshore jurisdictions.

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

About Panoro Minerals Ltd.

Panoro is a Canadian mineral exploration company focused on advancing its 100-per-cent-owned Cotabambas copper, gold and silver project, located in the Apurimac regions in southern Peru.

The current mineral resource estimate1 for the Cotabambas deposit (AGP, 2024) comprises the following:

• Indicated mineral resources of 507.3 million tonnes grading 0.33 per cent copper, 0.20 g/t gold, 2.42 g/t silver and 0.0021 per cent molybdenum, with a copper equivalent grade of 0.43 per cent CuEq (copper equivalent);
• Inferred mineral resources of 496.0 million tonnes grading 0.27 per cent copper, 0.17 g/t gold, 2.53 g/t silver and 0.0027 per cent molybdenum, with a copper equivalent grade of 0.36 per cent CuEq.

Within this resource is a higher-grade component comprising indicated mineral resource totals of 129.0 million tonnes grading 0.70 per cent Cu, 0.44 g/t Au, 4.12 g/t Ag (1.29 per cent CuEq, or 1.07 g/t AuEq) containing approximately 2.0 billion pounds of copper, 1.8 million ounces of gold and 17.1 million ounces of silver. Copper represents approximately 54 per cent of the contained metal value, followed by gold at 41 per cent and silver at 5 per cent. In addition, the inferred mineral resource contains a higher-grade component of an estimated at 93.1 million tonnes grading 0.59 per cent Cu, 0.41 g/t Au, 5.31 g/t Ag (1.17 per cent CuEq or 0.97 g/t AuEq) containing approximately 1.2 billion pounds of copper, 1.2 million ounces of gold and 15.9 million ounces of silver. Within the inferred category, copper accounts for approximately 51 per cent of the contained metal value, gold 42 per cent and silver 7 per cent.

Additional information regarding the Cotabambas project can be found in the technical report dated Feb. 26, 2024 (effective date Nov. 20, 2023) titled "Technical Report on the Cotabambas Copper Gold Project, Panoro Minerals Limited, Apurimac, Peru" and prepared by Paul Daigle, PGeo, Oscar Retto, MinEng, and Neil Lincoln, PEng, of AGP Mining Consultants Inc., which is available on SEDAR+.

Qualified person

The scientific and technical information in this news release has been reviewed and approved by Luis Vela, PGeo, vice-president, exploration, a qualified person under National Instrument 43-101.

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