Pasofino Gold to Be Acquired by Mansa Resources Limited

Core Viewpoint - Pasofino Gold Limited has entered into a definitive arrangement agreement with Mansa Resources Limited for an all-cash acquisition of its outstanding shares at CAD$0.90 per share, valuing the company at approximately CAD$141.6 million [1][2]. Transaction Details - The transaction will be executed through a court-approved plan of arrangement under the Business Corporations Act (British Columbia) [6]. - Mansa Resources will acquire all shares not already owned by it or its affiliates, with the transaction expected to close in the first quarter of 2026 [6][10]. - Mansa has also agreed to provide a promissory note of up to US$10 million to assist Pasofino with working capital requirements [2][15]. Financial Considerations - The purchase price represents a premium of approximately 23% to the closing price of the shares on January 23, 2026, and a premium of approximately 47% and 59% over the 20-day and 90-day volume weighted average trading prices, respectively [4]. - The transaction is supported by approximately 76% of Pasofino's shareholders, including Mansa and other directors and senior executives [5][14]. Committee and Board Recommendations - A Special Committee of independent directors was formed to review the transaction, which was unanimously supported by both the Special Committee and the Board [3][4]. - The Board determined that the transaction is in the best interests of Pasofino after considering various factors, including the lack of acceptable alternative proposals and the company's current strategic limitations [4]. Meeting and Approval Process - A special meeting of securityholders is expected to be held in March 2026 to vote on the transaction, with management information circulars to be mailed in February 2026 [8]. - The transaction requires approval from at least two-thirds of the votes cast by shareholders and securityholders [6]. Fairness and Advisory Opinions - Stifel Canada provided a fairness opinion indicating that the transaction consideration is fair from a financial perspective for shareholders [9]. - The terms of the arrangement agreement were the result of comprehensive negotiations overseen by the Special Committee and the Board [9].