Pasofino Gold Announces Closing of Non-Brokered Private Placement for Gross Proceeds of C$12.0 Million

Executive Summary

• Pasofino Gold Limited closed a non‑brokered private placement of 24 million Units at C$0.50 per Unit, raising gross proceeds of C$12.0 million.
• Each Unit includes one common share and one warrant (exercise price C$0.75, 24‑month term). All securities are subject to a four‑month hold period expiring 22 Feb 2026.
• Net proceeds will be used to update the Dugbe Gold Project feasibility study, repay certain Liberian government obligations, and for general working capital.

Key Details

• Offering Terms – Price: C$0.50 per Unit; Units issued: 24,000,000; Gross proceeds: C$12,000,000.
• Unit Composition – 1 common share + 1 common‑share purchase warrant (exercise price C$0.75, exercisable for 24 months).
• Hold Period – All securities carry a 4‑month hold period, ending 22 Feb 2026.
• Finder’s Fees – Cash fees paid: C$61,405; Warrants issued: 52,570 @ C$0.50 and 63,040 @ C$0.75. Fee percentages varied by intermediary (e.g., Red Cloud 7% cash on some subscriptions, 3.5% on others).
• Insider Subscriptions – Total insider participation: 54.2% of the offering (C$6,506,500).
• Director Arnaud Lelouvier: 600,000 Units (C$300,000)
• Insider ESAN ECZACIBASI…: 200,000 Units (C$100,000)
• CEO Brett Richards: 7,736 Units (C$3,868) – final subscription to close the offering.
• Controlling Shareholder Subscription – Mansa Resources Ltd. (affiliate of HBL) purchased 12,205,264 Units for C$6,102,632 to maintain ~50.9% ownership. No finder fees on insider subscriptions.
• Related‑Party Transaction – Insider subscriptions qualify as related‑party transactions under MI 61‑101; exemptions from formal valuation and minority approval were relied upon. No new insiders or control persons created.
• Use of Proceeds –
• Update feasibility study for the Dugbe Gold Project (reflecting current gold price environment).
• Repay certain amounts owed to the Government of Liberia.
• General working capital.
• CEO Comment – “Thank you to all subscribers… We now continue with the process of updating the 2022 feasibility study… I look forward to presenting the results of the update as soon as possible.”

Notable Quotes

• Brett A. Richards, CEO & Director: “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… I look forward to presenting the results of the update as soon as possible.”