Mr. Lincoln Greenidge reports

PASOFINO GOLD ANNOUNCES A NON-BROKERED PRIVATE PLACEMENT OF UP TO US$2.5 MILLION

Pasofino Gold Ltd. has arranged a non-brokered private placement of up to 4,806,767 units of the company at 70 cents (or 52 U.S. cents) per unit for gross proceeds of up to $3,364,737 ($2.5-million (U.S.)).

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share of the company at a price of 90 cents for a period of 18 months following the issue date of the units.

As previously disclosed in the company's press releases, Esan Eczacibasi Endustriyel Hammaddeler Sanayi ve Ticaret Anonim Sirketi and Hummingbird Resources PLC, both shareholders with over 10-per-cent ownership and insiders of the company, have the right, but not the obligation, to participate in any private placement or prospectus offering by the company. This participation allows ESAN and HB PLC to maintain their respective shareholding interests in the company. In the event that the offering is completed in full and no unit shares are issued to HB PLC, HB PLC is expected to hold 50.43 per cent of the issued and outstanding common shares of the company after completion.

The offering is expected to close in October, 2024, and is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the conditional listing approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The securities issued under the offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the offering.

The issuances of units to company insiders are considered related-party transactions under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company will rely on exemptions from the formal valuation and minority approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, in respect of such insider participation.

The net proceeds of the offering will be used by the company in connection with the advancement of the Dugbe gold project and working capital.

Appointment of new board director

The company has appointed Brett Richards as a non-executive director to its board.

With over 37 years of extensive experience in the mining and metal industry, Mr. Richards brings invaluable knowledge as Pasofino advances its strategic initiatives. Mr. Richards is an accomplished mining executive with a proven record in operational management, project development, construction and corporate business development. Mr. Richards has held several chief executive officer roles and currently serves as a director on the boards of Nickel 28 Capital Corp., Goldshore Resources Inc. and Midnight Sun Mining.

Throughout his career, Mr. Richards has demonstrated exceptional leadership in driving transformational change, leading mergers and acquisitions, and excelling in mine financing and development, particularly in West Africa. His expertise aligns perfectly with Pasofino's growth objectives, and in his role as a non-executive director, Mr. Richards will support the board in advancing strategic initiatives and fostering key stakeholder relationships.

Dan Betts, chairman of Pasofino, commented: "We are thrilled to welcome Brett to the Pasofino team. His extensive experience and deep understanding of the mining sector will be instrumental as we work towards realizing our vision and maximizing shareholder value. We believe his diverse experience and building three mines over 15 years working in Africa is crucial for Pasofino's ongoing projects, and will benefit the strategic direction and growth of the company in the coming years."

Issuance of stock options to directors and officers

The company has granted 5,045,000 incentive stock options to directors and officers under its long-term incentive plan. These options are exercisable at a price of 70 cents per option and are valid for a term of 18 months from the date of grant. Under the long-term incentive plan, 10 per cent of the issued and outstanding common shares of the company, totalling 11,222,782 common shares, are reserved for issuance. The granting of the options is subject to regulatory approval.

About the Dugbe gold project

The 2,078-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 m at Tuzon and Dugbe during 2021. These deposits have a combined mineral resource estimates dated Nov. 17, 2021, with total measured and indicated resources 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 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 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.

About Pasofino Gold Ltd.

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

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.