Mr. Brett Richards reports

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

Pasofino Gold Ltd. has closed its non-brokered private placement (announced on Sept. 23, 2025) of units at a price of 50 cents per unit for gross proceeds of $12-million. The offering closed on Oct. 21, 2025.

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

A total of 24 million common shares and 24 million warrants were issued pursuant to the offering. All securities issued are subject to a four-month hold period expiring Feb. 22, 2026.

In connection with the offering, the company entered into finders' fee agreements with Red Cloud Securities Inc., Research Capital Corp., Canaccord Genuity Corp., Haywood Securities Inc., Leede Financial Inc. and EDE Asset Management Inc.

Finders' fees consisted of cash fees calculated as a percentage of the gross proceeds raised from subscribers introduced by the applicable finder and, where applicable, non-transferable finder warrants calculated as a percentage of the units issued to those subscribers. Of the finder warrants, 52,570 are exercisable at 50 cents for 36 months following the issue date and 63,040 are exercisable at 75 cents for 24 months following the issue date.

The company paid finders' fees as follows:

• Canaccord and EDE received cash fees equal to 4 per cent and finder warrants equal to 4 per cent.
• Research Capital and Leede received cash fees equal to 4 per cent.
• Haywood received cash fees equal to 4 per cent and finder warrants equal to 4 per cent on certain subscriptions and cash only fees of 3.5 per cent on other subscriptions.
• Red Cloud received cash fees equal to 7 per cent on certain subscriptions and 3.5 per cent on other subscriptions and finder warrants equal to 7 per cent were issued in respect of each subscription.

In aggregate, the company paid $61,405 in cash finder fees and issued 52,570 50-cent warrants and 63,040 75-cent warrants. All securities issued are subject to a four-month hold period expiring Feb. 22, 2026.

The company received subscriptions from Arnaud Lelouvier, a director, for 600,000 units for gross proceeds of $300,000; Esan Eczacibasi Endustriyel Hammaddeler Sanayi ve Ticaret AS, an insider, for 200,000 units for gross proceeds of $100,000; and Brett Richards, chief executive officer, for 7,736 units for gross proceeds of $3,868 as the final subscription required to complete the offering. Mansa Resources Ltd., an affiliate of Hummingbird Resources Ltd. (HBL, formerly Hummingbird Resources PLC), the company's controlling shareholder, subscribed to maintain HBL's pro rata ownership (approximately 50.9 per cent), acquiring 12,205,264 units for gross proceeds of $6,102,632. No finders' fees or finder warrants were paid on insider subscriptions.

In total, insiders subscribed for 54.2 per cent of the offering, representing gross proceeds of $6,506,500. The subscriptions by and issuance of units to insiders constitute related party transactions under 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 under sections 5.5(a) and 5.7(1)(a) of MI 61-101. No new insiders or control persons were created as a result of the offering.

The company intends to use the net proceeds of the offering for the 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.

Mr. Richards commented: "Thank you to all subscribers who participated in the financing. We now continue with the process of updating the 2022 feasibility study in an effort to better reflect the current gold price environment and the current costs associated with building the Dugbe gold project. We are entering into an exciting period, and I look forward to presenting the results of the update as soon as possible."

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 HBL 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 HBL up until 2012, including 74,497 metres of diamond coring. Pasofino drilled an additional 14,584 metres at Tuzon and Dugbe F during 2021. These deposits have a combined mineral resource estimate (dated Nov. 17, 2021) of 3.3 million ounces (with an average grade of 1.37 grams per tonne gold) in measured and indicated 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 prospect and several of the other prospects, no drilling has been carried out to date.

In 2019, Hummingbird Resources (Liberia) Inc. (HB Liberia) 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.

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 as a qualified person under NI 43-101.

About Pasofino Gold Ltd.

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

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