Mr. Brett Richards reports

PASOFINO GOLD ANNOUNCES NON-BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF APPROXIMATELY C$12.0 MILLION

Pasofino Gold Ltd. has arranged a non-brokered private placement of units at 50 cents per unit for gross proceeds of approximately $12.0-million.

Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share of the company at a price of 75 cents for a period of 24 months following the issue date of the units.

The company intends to use the net proceeds of the offering for development of the Dugbe gold project's feasibility study update, to repay certain amounts owing by the company to the government of Liberia and for general working capital purposes.

Mansa Resources Ltd., an affiliate of Hummingbird Resources Ltd. (formerly Hummingbird Resources PLC), has agreed to subscribe for the portion of the offering corresponding to HBL's pro rata ownership (approximately 50.9 per cent). HBL is the company's controlling shareholder. The subscription by Mansa is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set out in sections 5.5(a) and 5.7(1)(a), respectively. No new insiders, or control persons, were created as a result of the offering.

The offering is expected to close in multiple tranches. The first tranche is anticipated to close on or about Oct. 15, 2025.

The company may pay cash commissions and issue finders' warrants to eligible arm's-length parties for services rendered in connection with the offering.

Further to the company's press release of Aug. 26, 2025, the company has made an initial payment of $209,000 (U.S.) in respect of outstanding amounts owing under the mineral development agreement (as defined herein). The balance of the amounts due is expected to be subject to a payment plan resulting in the outstanding principal amounts due owing under the mineral development agreement being repaid by no later than April 30, 2026.

About the Dugbe gold project

The 1,410-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 Resources 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 HBL up until 2012 including 74,497 metres of diamond coring. Pasofino drilled an additional 14,584 m at Tuzon and Dugbe F during 2021. These deposits have combined 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 gold, and 600,000 ounces in inferred.

Following the completion of the definitive 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 (Standards of Disclosure for Mineral Projects) and filed on SEDAR+ and on the company's website.

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 Resources (Liberia) Inc. signed a 25-year mineral development agreement 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.

Today, Pasofino is focusing its efforts on updating the Dugbe gold project feasibility study to support its project financing efforts to commence construction on the Dugbe gold project in 2026, as illustrated in the MineScope Services Ltd. gap analysis announced on Aug. 26, 2025.

Qualified person 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'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 is a Canadian-based mineral exploration company listed on the TSX Venture Exchange (VEIN).

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.