Pasofino Gold Announces Results of Annual General and Special Meeting

Rhea-AI Summary

Shareholders approve Hummingbird Resources as control person for Pasofino Gold's consolidation of ownership of Dugbe Gold Project.

Positive

• Shareholders overwhelmingly approve the consolidation, simplifying ownership structure and providing clear visibility for the gold project.

Negative

• Completion of consolidation pending government and TSX Venture Exchange approvals.

Shareholders Approve Hummingbird Resources plc as a Control Person in Connection with Pasofino Gold Exercising its Option to Consolidate Ownership of the Dugbe Gold Project

Toronto, Ontario--(Newsfile Corp. - August 23, 2023) - Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) ("Pasofino" or the "Company") is pleased to announce that shareholders have approved all matters to be voted on at the annual general and special meeting held today.

At the meeting the shareholders overwhelmingly approved Hummingbird Resources plc ("HB PLC") becoming a "control person" of Pasofino in connection with Pasofino's exercise of its right (see the November 1, 2022 press release of Pasofino) under the option agreement ("Option Agreement") to cause HB PLC to sell to Pasofino, HB PLC's 51% interest in the issued and outstanding shares of Hummingbird Resources (Liberia) Inc. ("HBL") and all shareholder loans made by HB PLC to HBL (the "Dugbe Interest") to Pasofino in order for Pasofino to become owner of 100% of the Dugbe Gold Project (prior to giving effect to the 10% carried interest of the Government of Liberia) (the "Project Consolidation"). In consideration for the Project Consolidation, HB PLC will receive a 51% shareholding interest in Pasofino, as such interest is calculated and determined in accordance with the Option Agreement.

In addition to the above approval, the shareholders also approved the election of Savaş Sahin, Robert Metcalfe, Darryl Levitt, Krisztian Toth, Neil Herbert and Daniel Limpitlaw as directors of the Company, the appointment of McGovern Hurley LLP, as auditors of the Company and the long-term incentive plan of Pasofino.

As noted in the November 1, 2022 press releases of HB PLC and Pasofino, the Project Consolidation simplifies the ownership structure of the Dugbe Gold Project and ensures that what is one of the largest gold projects in West Africa has clear visibility of its own.

The completion of the Project Consolidation is subject to the receipt of all required government and TSX Venture Exchange approvals.

ABOUT THE DUGBE GOLD PROJECT

The 2,559 km² Dugbe Gold Project is in southern Liberia and situated within the southwestern corner of the Birimian Supergroup which is host to most West African gold deposits. To date, two deposits have been identified on the Project; Dugbe F and Tuzon discovered by Hummingbird in 2009 and 2011 respectively. The deposits are located within 4 km of the Dugbe Shear Zone which is thought to have played a role in large scale gold mineralization in the area.

A significant amount of exploration in the area was conducted by Hummingbird up until 2012 including 74,497 m of diamond coring. Pasofino drilled an additional 14,584 metres at Tuzon and Dugbe during 2021. The two deposits have a combined Mineral Resource Estimate of 3.3 Moz with an average grade of 1.37 g/t Au in the Measured and Indicated categories, and 0.6 Moz in Inferred. The estimates are dated 17 November 2021. Following the completion of the Feasibility Study in June 2022 a Mineral Reserve Estimate was declared, based on the open-pit mining of both deposits over a 14-year Life of Mine. A technical report for the Dugbe Gold Project was prepared in accordance with National Instrument 43-101 and filed on SEDAR at www.sedarplus.ca and on the Company's website.

Highlights of the Feasibility Study include:

Strong financial metrics:

Pre-tax NPV5% of USD690M (USD530M post-tax), 26.35% IRR (23.6% post-tax) at a base gold price of USD1,700/oz.

Fast capital payback of approximately 3.5 years from start of production:

Life of mine (LOM) All In Sustaining Cost (AISC) of USD1,005oz and USD29/t cash cost¹.

Pre-production capital requirement of USD397M excluding owners' costs for a 5Mtpa processing plant.

Large Mineral Reserve with potential for expansion:

2.27Moz gold produced over a 14-year LOM.

Average annual production of 200,000oz for the first 5 years.

2.76Moz of Mineral Reserves.

Additional 67koz of Inferred Mineral Resources within the FS pit and immediate sidewalls which have not been included in the Mineral Reserves.

Simple project with economies of scale:

LOM strip ratio of 4.21:1 highlighted by a low 3.56:1 ratio in the first five years.

Simple (Gravity-CIL) process flow sheet which enhances project economics.

Low power costs of USD0.175/kWh, with opportunities for long-term savings with alternative renewable energy sources.

In addition to the existing deposits there are many gold prospects within the Project including the Bukon Jedeh area and the DSZ target on the Tuzon-Sackor trend where Pasofino has discovered a broad zone of surface gold mineralisation in trench and outcrop along strike from Tuzon. At this and several of the other prospects no drilling has been carried out to date.

In 2019, Hummingbird signed a 25-year Mineral Development Agreement ("MDA") with the Government of Liberia providing the necessary long-term framework and stabilization of taxes and duties. Under the terms of the MDA, the royalty rate on gold production is 3%, the income tax rate payable is 25% (with credit given for historic exploration expenditures), the fuel duty is reduced by 50%, and the Government of Liberia is granted a free carried interest of 10% in the Project.

QUALIFIED PERSONS STATEMENT

Scientific or technical information in this disclosure that relates to exploration results was prepared and approved by Mr. Andrew Pedley. Mr. Pedley is a consultant of Pasofino Gold Ltd.'s wholly-owned subsidiary ARX Resources Limited. He is a member in good standing with the South African Council for Natural Scientific Professions (SACNASP) and is as a Qualified Person under National Instrument 43-101.

About Pasofino Gold Ltd.

Pasofino Gold Ltd. is a Canadian-based mineral exploration company listed on the TSX-V (VEIN).

Pasofino, through its wholly-owned subsidiary, is in the process of consolidating its interest in the Dugbe Gold Project so that Pasofino owns 100% of the Dugbe Gold Project (prior to the issuance of the Government of Liberia's 10% carried interest)

For further information, please visit www.pasofinogold.com or contact:

Lincoln Greenidge, CFO
T: 416 451 0049
E: lgreenidge@pasofinogold.com

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking statements" that are based on expectations, estimates, projections and interpretations as at the date of this news release. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "seek", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the ability to raise the funds to finance its ongoing business activities including the acquisition of mineral projects and the exploration and development of its projects. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors may include, but are not limited to, the ability to successfully complete acquisition of the balance of the Dugbe Gold Project from HB PLC, the ability to obtain all requisite government and regulatory approvals including the approval of the TSX Venture Exchange, the ability to fund operations, the results of business operation, the results of exploration activities; the results of the strategic review process, the ability of the Company to complete further exploration activities; timing and availability of external financing on acceptable terms and those risk factors outlined in the Company's Management Discussion and Analysis as filed on SEDAR. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

NON-IFRS MEASURES

This news release includes certain terms or performance measures commonly used in the mining industry that are not defined under International Financial Reporting Standards (IFRS), including cash costs and AISC per payable ounce of gold sold. Non-IFRS measures do not have any standardised meaning prescribed under IFRS and, therefore, they may not be comparable to similar measures employed by other companies. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

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¹ Cash costs per payable ounce and AISC per payable ounce are non-IFRS financial measures. Please see "Cautionary Note Regarding Non-IFRS Measures". AISC per payable ounce includes all mining costs, processing costs, mine level G&A, royalties, sustaining capital and closure costs. Cash costs per payable ounce includes all mining costs, processing costs, mine level G&A and royalties.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/178321