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].

Core Viewpoint - Pasofino Gold Limited has received a notice from the Government of Liberia regarding alleged failures to meet obligations under the Mineral Development Agreement (MDA), prompting the company to seek a meeting to address these concerns and remedy the situation [1][2]. Group 1: Government Notice and Company Response - The Government of Liberia claims that Pasofino has not fulfilled several obligations under the MDA, including timely payments and completion of required activities, particularly during the COVID-19 pandemic [1]. - The company has requested a meeting with the Government of Liberia for the week of January 18, 2026, to discuss the issues raised in the notice and to identify steps to remedy the alleged defaults [2]. - Pasofino has a 30-day period to contest the allegations or request a hearing, and a 60-day period to cure the defaults before the government can terminate the MDA [3]. Group 2: Commitment to Resolution - Pasofino is committed to resolving the issues raised in the notice through consultation with the Liberian Government and following the methods for cure outlined in the MDA [4]. - The MDA includes provisions for consultation and arbitration to resolve disputes if the company and the government cannot agree on defaults or remedies [4]. Group 3: Dugbe Gold Project Overview - The Dugbe Gold Project spans 1,410 km² in southern Liberia and contains two identified deposits, Dugbe F and Tuzon, with a combined Mineral Resource Estimate of 3.3 million ounces (Moz) of gold at an average grade of 1.37 g/t Au [5][6]. - Following a Definitive Feasibility Study completed in June 2022, a Mineral Reserve Estimate was declared for the project, which is based on open-pit mining over a 14-year life of mine [7]. - The project has additional gold prospects, including the Bukon Jedeh area and the DSZ target, where surface gold mineralization has been discovered [8]. Group 4: MDA Financial Terms - The MDA signed in 2019 includes a 3% royalty rate on gold production, a 25% income tax rate, a 50% reduction in fuel duty, and a 10% free carried interest for the Government of Liberia [9]. Group 5: Project Financing and Feasibility Study Update - Pasofino is currently updating the feasibility study for the Dugbe Gold Project to support project financing efforts aimed at commencing construction in 2026 [10]. - The company has engaged various consultants for the feasibility study update and is conducting an infill drilling program of approximately 11,000 meters [10].

Vancouver, British Columbia--(Newsfile Corp. - November 24, 2025) - Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) - Brett Richards, CEO and Executive Director of Pasofino Gold Limited, discusses the company's 100%-owned Dugbe Gold Project in Liberia, where an updated feasibility study and recent C$12 million financing are driving renewed momentum. With 3.9 million ounces of gold and strong local support, Richards outlines why Liberia remains one of Africa's most stable jurisdictions amid a ...

Core Viewpoint - Pasofino Gold Limited announced that all proposals submitted to shareholders at its annual general and special meeting were approved, reflecting strong shareholder support with over 75% approval for each matter voted on [1][2]. Group 1: Meeting Results - Four matters were voted on and received greater than 75% approval, with approximately 83 million shares voted at the meeting [2]. - The company expressed gratitude to its shareholders for their continued support [2]. Group 2: Company Overview - Pasofino Gold Limited is a Canadian-based mineral exploration company listed on the TSX Venture Exchange, owning 100% of the Dugbe Gold Project prior to the Government of Liberia's 10% carried interest [11]. - The Dugbe Gold Project spans 1,410 km² in southern Liberia and is located within the Birimian Supergroup, known for hosting significant West African gold deposits [4]. Group 3: Project Details - The Dugbe Gold Project has two identified deposits, Dugbe F and Tuzon, with a combined Mineral Resource Estimate of 3.3 million ounces (Moz) at an average grade of 1.37 g/t Au, and an additional 0.6 Moz in Inferred resources [5]. - A Definitive Feasibility Study completed in June 2022 led to a Mineral Reserve Estimate based on open-pit mining over a 14-year Life of Mine [6]. Group 4: Future Plans - The company is focusing on updating the feasibility study for the Dugbe Gold Project to support project financing efforts aimed at commencing construction in 2026 [10].

Core Viewpoint - Pasofino Gold Limited has engaged Independent Trading Group (ITG) to provide market making services to enhance liquidity and trading quality of its common shares on the TSX Venture Exchange [1][2]. Group 1: Engagement Details - The market making services agreement with ITG became effective on May 14, 2025, and is subject to TSX Venture Exchange approval [3]. - ITG will receive a monthly compensation of C$5,000, with the Company having paid an aggregate of C$17,857.14 to date [3]. - The agreement is for an initial term of one month and will automatically renew for additional one-month terms until terminated by either party with 30 days' notice [3]. Group 2: ITG Profile - Independent Trading Group (ITG) is a Toronto-based CIRO dealer-member specializing in market making, liquidity provision, and algorithmic trading solutions [5]. - Established in 1992, ITG focuses on market structure and execution, leveraging proprietary technology to provide high-quality liquidity and execution services [5]. Group 3: Company Context - Pasofino Gold Limited is a Canadian mineral exploration company listed on the TSX Venture Exchange [6]. - The Company owns 100% of the Dugbe Gold Project, subject to a 10% carried interest by the Government of Liberia [7]. - The CEO of Pasofino highlighted the importance of ITG's services in managing liquidity and share price momentum, especially given the thin trading of Pasofino stock [6].