Mr. Lincoln Greenidge reports

PASOFINO GOLD ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING

Pasofino Gold Ltd. shareholders approved all matters to be voted on at the annual general and special meeting held today.

At the meeting, the shareholders overwhelmingly approved Hummingbird Resources PLC (HB PLC) becoming a control entity of Pasofino in connection with Pasofino's exercise of its right (see the Nov. 1, 2022, news release of Pasofino) under the option agreement to cause HB PLC to sell to Pasofino, HB PLC's 51-per-cent interest in the issued and outstanding shares of Hummingbird Resources (Liberia) Inc. (HBL), and all shareholder loans made by HB PLC to HBL (the Dugbe interest) to Pasofino in order for Pasofino to become owner of 100 per cent of the Dugbe gold project (prior to giving effect to the 10-per-cent carried interest of the government of Liberia) (the project consolidation). In consideration for the project consolidation, HB PLC will receive a 51-per-cent shareholding interest in Pasofino, as such interest is calculated and determined in accordance with the option agreement.

In addition to the above approval, the shareholders also approved the election of Savas Sahin, Robert Metcalfe, Darryl Levitt, Krisztian Toth, Neil Herbert and Daniel Limpitlaw as directors of the company, the appointment of McGovern Hurley LLP as the auditor of the company, and the long-term incentive plan of Pasofino.

As noted in the Nov. 1, 2022, news releases of HB PLC and Pasofino, the project consolidation simplifies the ownership structure of the Dugbe gold project and ensures that what is one of the largest gold projects in West Africa has clear visibility of its own.

The completion of the project consolidation is subject to the receipt of all required government and TSX Venture Exchange approvals.

About the Dugbe gold project

The 2,559-square-kilometre 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 four kilometres 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 metres of diamond coring. Pasofino drilled an additional 14,584 metres at Tuzon and Dugbe during 2021. The two deposits have a combined mineral resource estimate of 3.3 million ounces with an average grade of 1.37 grams per tonne (g/t) gold (Au) in the measured and indicated categories, and 600,000 ounces in inferred. The estimates are dated Nov. 17, 2021. Following the completion of the 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 and on the company's website.

Highlights of the feasibility study include the following:

• Strong financial metrics:
  • Pretax NPV (net present value) at 5 per cent of $690-million (U.S.) ($530-million (U.S.) posttax), 26.35-per-cent IRR (internal rate of return) (23.6 per cent posttax) at a base gold price of $1,700 per ounce;
  • Fast capital payback of approximately 3.5 years from start of production;
  • Life of mine (LOM) all-in sustaining cost (AISC) of $1,005 per ounce and cash cost of $29 per tonne (1);
  • Preproduction capital requirement of $397-million excluding owners' costs for a five-million-tonne-per-year processing plant;
• Large mineral reserve with potential for expansion:
  • 2.27 million ounces gold produced over a 14-year LOM;
  • Average annual production of 200,000 ounces for the first five years;
  • 2.76 million ounces of mineral reserves;
  • Additional 67,000 ounces of inferred mineral resources within the feasibility study (FS) pit and immediate sidewalls, which have not been included in the mineral reserves;
• Simple project with economies of scale:
  • LOM strip ratio of 4.21:1, highlighted by a low 3.56:1 ratio in the first five years;
  • Simple (gravity-CIL) process flowsheet, which enhances project economics;
  • Low power costs of 17.5 U.S. cents per kilowatt-hour, with opportunities for long-term savings with alternative renewable energy sources.

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 mineralization 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 per cent, the income tax rate payable is 25 per cent (with credit given for historic exploration expenditures), the fuel duty is reduced by 50 per cent and the government of Liberia is granted a free carried interest of 10 per cent in the project.

Qualified person

Scientific or technical information in this disclosure that relates to exploration results was prepared and approved by Andrew Pedley. Mr. Pedley is a consultant of Pasofino's wholly owned subsidiary, ARX Resources Ltd. 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.

About Pasofino Gold Ltd.

Pasofino is a Canadian-based mineral exploration company listed on the TSX Venture Exchange (symbol VEIN).

Pasofino, through its wholly owned subsidiary, is in the process of consolidating its interest in the Dugbe gold project so that Pasofino owns 100 per cent of the Dugbe gold project (prior to the issuance of the government of Liberia's 10-per-cent carried interest).

(1) Cash costs per payable ounce and AISC per payable ounce are non-IFRS (international financial reporting standards) financial measures.

We seek Safe Harbor.