Mr. Lincoln Greenidge reports

PASOFINO GOLD ANNOUNCES THE ACQUISITION OF THE REMAINING INTEREST IN THE DUGBE GOLD PROJECT

Pasofino Gold Ltd., further to the news releases issued on Nov. 1, 2022, and Aug. 23, 2023, has closed in escrow the consolidation of its ownership interest and will, on escrow release, own 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 consolidation is pursuant to Pasofino's exercise of its right (see the Nov. 1, 2022, press release of Pasofino) under the option agreement to cause HB PLC to sell to ARX Resources Ltd. (ARX), a wholly owned subsidiary of Pasofino, HB PLC's 51-per-cent interest in the issued and outstanding shares of Hummingbird Resources (Liberia) Inc. (HBL), all shareholder loans made by HB PLC to HBL and all sums owed in consideration for services provided by HB PLC to HBL 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). As consideration for the project consolidation, Pasofino will issue to HB PLC 54,027,783 common shares in the capital of the company resulting in HB PLC holding a 51-per-cent shareholding interest in Pasofino and therefore becoming a control person of Pasofino as defined by the policies of the TSX Venture Exchange (the TSX-V).

The shareholders of the company approved HB PLC becoming a control person at the annual general and special meeting held on Aug. 23, 2023 (see the Aug. 23, 2023, press release of Pasofino). The completion of closing and release from escrow are subject to the TSX-V approving the personal information form filed by HB PLC, in its capacity as a control person.

As noted in the Nov. 1, 2022, press 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.

In order to effect the project consolidation, HB PLC, Pasofino and ARX are entering into a share exchange agreement, effective upon the personal information form filed by HB PLC being approved by the TSX-V.

The share exchange agreement provides that Pasofino and HB PLC enter into an investor rights agreement, pursuant to which HB PLC is entitled to designate three members to the board of directors, of which two members have been appointed and the third member will be appointed after the project consolidation. HB PLC will appoint Thomas Hill and Dan Betts and Pasofino will appoint Stephen Dattels. These directors will serve on the board effective as of the escrow release date until they seek re-election at the next annual meeting of Pasofino's shareholders.

In connection with the appointment of the new directors, Darryl Levitt, Krisztian Toth and Daniel Limpitlaw will resign as directors of Pasofino, effective on the escrow release date. Pasofino thanks Mr. Levitt, Mr. Toth and Mr. Limpitlaw for their contributions to the board and wishes them the best in their future endeavours. Management of Pasofino will remain unchanged.

Following the project consolidation, the initial board will comprise Dan Betts (as non-executive chairman), Stephen Dattels (as non-executive deputy chairman), Thomas Hill (as a non-executive director) and a lead independent director who will be appointed after the project consolidation, in addition to two of the existing directors -- Savas Sahin and Robert Metcalfe, who will continue as directors of the board.

About the Dugbe gold project

The 2,302-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 Dugbe gold project: Dugbe F and Tuzon discovered by Hummingbird entities in 2009 and 2011 respectively. The deposits are located within four km 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 F during 2021. Both deposits have mineral resource estimates dated Nov. 17, 2021, with total measured and indicated of 3.3 million ounces with an average grade of 1.37 grams per tonne Au, and 600,000 ounces in inferred. 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+.

        MINERAL RESOURCE ESTIMATE FOR THE DUGBE GOLD PROJECT 
               USING A 0.5 G/T AU CUT-OFF GRADE

                 Classification     Tonnage (Mt)  Grade (Au g/t)  Contained gold (koz)

Tuzon deposit    Measured                 -            -                       -          
                 Indicated             53.2         1.40                   2,396               
                 Measured and 
                 indicated             53.2         1.40                   2,396               
                 Inferred               7.5         1.13                     270                 
                                                                                     
Dugbe F deposit  Measured               1.2         1.44                      56                  
                 Indicated             20.8         1.28                     860                 
                 Measured and 
                 indicated             22.1         1.29                     916                 
                 Inferred               7.4         1.34                     317                 
                                                                                     
Total            Measured               1.2         1.44                      56                  
                 Indicated             74.0         1.37                   3,256               
                 Measured and 
                 indicated             75.2         1.37                   3,312               
                 Inferred              14.9         1.23                     588                 

Qualified person's statement

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 Gold Ltd.'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 a qualified person under National Instrument 43-101.

About Pasofino Gold Ltd.

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

Pasofino, through its wholly owned subsidiary, has consolidated its interest in the Dugbe gold project and currently owns 100 per cent of the Dugbe gold project (prior to the issuance of the government of Liberia's 10-per-cent carried interest).

We seek Safe Harbor.