PASOFINO ANNOUNCES RECEIPT OF INTERIM COURT ORDER IN RELATION TO PROPOSED PLAN OF ARRANGEMENT AND MAILING OF MANAGEMENT INFORMATION CIRCULAR

Executive Summary

• Pasofino Gold Limited filed and began mailing its Management Information Circular for a special shareholders’ meeting scheduled for March 31, 2026 to seek approval of a statutory plan of arrangement that will result in an all‑cash acquisition of 100% of the company’s shares by Mansa Resources Ltd. at C$0.90 per share.
• The British Columbia Supreme Court issued an interim order authorizing the meeting and related procedural steps, enabling the transaction to proceed pending shareholder approval and final court order.
• If approved, the transaction is expected to close in Q2 2026, after which Mansa will own all outstanding shares, delist Pasofino from the TSX‑V, and cease its public reporting obligations.

Key Details

• Transaction Structure: All‑cash acquisition of all issued and outstanding Pasofino common shares not already owned by Mansa or affiliates. Purchase price = C$0.90 per share.
• Counterparties:
• Purchaser – 1574136 B.C. Ltd., a wholly‑owned subsidiary of Mansa Resources Limited (“Mansa”).
• Arrangement Agreement dated Jan 26, 2026; amended Feb 23, 2026 (Company, Mansa, Purchaser).
• Shareholder Meeting:
• Date & Time – March 31, 2026 at 10:00 a.m. Toronto time, Fasken Martineau DuMoulin LLP, 333 Bay St., Suite 2400, Toronto.
• Record date for voting eligibility – close of business Feb 19, 2026.
• Proxy deadline – March 27, 2026 at 10:00 a.m. Toronto time.
• Approval Requirements: Arrangement Resolution must obtain (i) ≥2/3 votes from shareholders present/proxy, (ii) ≥2/3 votes from all securityholders voting as a single class, and (iii) simple majority of shareholders excluding votes attached to shares held by Mansa and certain excluded parties (Securityholder Approval).
• Board & Special Committee Recommendation: Unanimously recommend that securityholders vote FOR the Arrangement Resolution.
• Interim Court Order: British Columbia Supreme Court authorized calling, holding, and conducting the meeting and related procedural matters.
• Closing Conditions: Expected Q2 2026 closing subject to customary conditions – final court order, regulatory approvals, and satisfaction of other terms in the Arrangement Agreement.
• Post‑Closing Plans: Mansa will indirectly own 100% of Pasofino shares, intend to delist from TSX‑V, and apply to cease being a reporting issuer under Canadian securities laws.
• Advisors:
• Independent financial advisor – Stifel Canada (to the Special Committee).
• Legal advisors – Fasken Martineau DuMoulin LLP (Company) and Stikeman Elliott LLP (Special Committee).
• Contact for Shareholder Assistance: Computershare Investor Services Inc. – toll‑free 1‑800‑564‑6253 (Canada/US) or 514‑982‑7555 (international).

Notable Quotes

(No direct CEO quotes were included in the release.)