Mr. Lincoln Greenidge reports

PASOFINO GOLD ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF APPROXIMATELY C$3.1 MILLION

Pasofino Gold Ltd. has closed its non-brokered private placement (announced Jan. 22, 2024) of 6,291,000 units at 50 cents (or 37 U.S. cents) per unit for gross proceeds of approximately $3.1-million ($2.3-million (U.S.)).

Each unit consisted of one common share of the company and one-half of one common share purchase warrant. Each whole warrant entitles the holder thereof to purchase one common share of the company at a price of 65 cents for a period of 18 months following the issue date of the units.

A total of 6,291,000 common shares and 3,145,500 warrants were issued pursuant to the financing. All securities issued are subject to a four-month hold period expiring June 9, 2024. There was no finder's fee paid in connection with the financing.

The net proceeds of the offering will be used by the company in connection with advancement of the Dugbe gold project and working capital. The proceeds will be used to optimize the 2022 definitive feasibility study through fiscal year (FY) 2024 and further progress the project. Several opportunities to maximize the value of Dugbe and reduce the overall project capex (capital expenditure) profile have been identified, including the optimization of power usage, improvements to the metallurgical recovery rates and additional exploration activities.

All 6,291,000 units in the offering were subscribed by insiders. Hummingbird Resources PLC, a shareholder (51 per cent) and control person of the company, subscribed for 5.4 million units and Esan Eczacibasi Endustriyel Hammaddeler Sanayi ve Ticaret Anonim Sirketi (ESAN), a shareholder (10 per cent) and insider of the company, subscribed for 891,000 units.

The unit shares and warrant shares have been conditionally accepted by the TSX Venture Exchange and are subject to the final acceptance of the TSX-V. See the company's press releases dated Jan. 22, 2024, for additional details regarding the offering.

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.

Related-party transaction

Each of HB PLC and ESAN are insiders of Pasofino and have participated in the offering. The offering is therefore a related-party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company relied upon the exemptions from the minority shareholder approval and valuation requirements set out in sections 5.7(1)(a) and 5.5(a), respectively, of MI 61-101. The offering, including the subscriptions of HB PLC and ESAN, was approved unanimously by the directors of the company.

About Pasofino Gold Ltd.

Pasofino Gold is a Canadian-based mineral exploration company listed on the TSX-V.

Pasofino, through its wholly owned subsidiary, 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.