Pasofino Gold to Be Acquired by Mansa Resources Limited
Pasofino Gold to be acquired by Mansa Resources for CAD 0.90 per share in cash, offering a premium exit amidst Liberian project uncertainties.
The most recent news (2026-01-26) announces a definitive agreement for the acquisition of Pasofino Gold Limited by 1574136 B.C. LTD., a wholly-owned subsidiary of Mansa Resources Limited. Key terms: - All-cash consideration of CAD 0.90 per share. - Total implied equity value of approximately CAD 141.6 million. - Support agreements from shareholders representing 76% of the outstanding shares, including the controlling shareholder (Mansa/Hummingbird/Nioko group). - Conditions include securityholder approval (meeting scheduled for March 2026), court approval, regulatory approvals, and customary closing conditions. - A termination fee of CAD 1.7 million and an expense reimbursement cap of CAD 3.25 million are stipulated. - Concurrently, Mansa is providing a USD 10 million promissory note to Pasofino for working capital requirements. - Upon closing, Pasofino will be delisted from the TSXV and cease to be a reporting issuer.
This news is materially positive and a game-changer for shareholders. The CAD 0.90 per share offer represents: - A 23% premium to the last closing price of CAD 0.73 (2026-01-23). - A significant premium to the stock's trading range over the past year (CAD 0.38 - CAD 0.75). - A certain, all-cash exit at a valuation that likely exceeds what could be realized in the near term given the company's recent challenges, including a default notice from the Liberian government (received Dec-2025) and a history of shareholder dilution and negative equity. The transaction is effectively a take-private by the company's strategic investor (Mansa, affiliated with the majority shareholder), which already controls 76% via support agreements, making shareholder approval highly probable. The deal provides immediate liquidity and removes project development, financing, and jurisdictional risks from public shareholders.
- Company: Pasofino Gold Limited is a Canada-based gold developer focused on the Dugbe Gold Project in Liberia.
- Flagship Project - Dugbe Gold Project:
- Location: Southern Liberia, 1,410-2,078 km² land package.
- Resource: 3.3 Moz Au (Measured & Indicated) at 1.37 g/t; 0.6 Moz Au (Inferred) (Nov 2021 estimate).
- Reserve: 2.76 Moz Au from a 2022 Definitive Feasibility Study (DFS).
- DFS Highlights (2022): 14-year mine life, avg. annual production ~172k oz, after-tax NPV5% of USD 524M at USD 1,700/oz gold.
- Recent Work: Company was in the process of updating the 2022 DFS to reflect current costs and gold prices, with a focus on project financing for a potential 2026 construction start.
- Ownership: 100% owned, subject to a 10% free carried interest for the Government of Liberia upon issuance of a Class A mining license.
- Royalty: Subject to a 2% NSR royalty held by APG AUS NO 5 PTY LTD (Ecora Resources).