Pasofino Gold Announces Exercise of Right to Acquire 100% of the Dugbe Gold Project from Hummingbird Resources plc

Toronto, Ontario--(Newsfile Corp. - November 1, 2022) - Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) ("Pasofino" or the "Company") is pleased to announce that it has provided notice to Hummingbird Resources plc ("HB PLC") that it is exercising its right under the 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).

In connection with the sale by HB PLC, Pasofino will issue to HB PLC that number of common shares of Pasofino that results in HB PLC owning 51% of the outstanding common shares of Pasofino at such time. In addition HBL PLC has a anti-dilution right that provides that if, as and when any warrants outstanding as at the date the option satisfaction notice was issued by Pasofino are exercised Pasofino shall issue to HB PLC one common share for each common share issued in connection with such exercise.

Krisztian Toth, Chairman of the Board of Pasofino, commented: "We are excited to consolidate the ownership of the world class Dugbe Project under Pasofino. By consolidating ownership of the Dugbe Project, Pasofino and Hummingbird are better placed to execute on the strategic review process being undertaken to identify opportunities to generate maximum value for each of our stakeholders."

Dan Betts, CEO of Hummingbird Resources, commented: "With this consolidation, Hummingbird moves to owning 51% of Pasofino which simplifies the ownership structure and ensures that what is one of the largest gold projects in West Africa has clear visibility of its own. With 2.8 Moz of gold reserves, unrivalled exploration potential and a recently completed feasibility study, this project has some of the most attractive economics of any development project in the region and it is the objective to now maximise value for all stakeholders."

The completion of the purchase and sale is subject to the receipt of all required government, TSX Venture Exchange and shareholder 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. Both deposits have Mineral Resource Estimates dated 17 November 2021 with total Measured and Indicated of 3.3 Moz with an average grade of 1.37 g/t Au, and 0.6 Moz in Inferred. 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.sedar.com 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 cost^[1].

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, owns a 49% economic interest (prior to the issuance of the Government of Liberia's 10% carried interest) in the Dugbe Gold Project.

Pasofino has exercised its option to consolidate ownership in the Dugbe Gold Project by converting Hummingbird's 51% ownership of the Project for a 51% shareholding in Pasofino, such that Pasofino would own 100% of the Project (prior to the government of Liberia's 10% carried interest), subject to the receipt of all required approvals including the TSX Venture Exchange.

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, shareholder 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.

^[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.

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