Mr. Luquman Shaheen reports

PANORO MINERALS LTD. ANNOUNCES CLOSING OF UPSIZED BROKERED LIFE OFFERING FOR GROSS PROCEEDS OF C$21,000,000

Panoro Minerals Ltd. has closed its previously announced best efforts private placement for gross proceeds of approximately $21-million from the sale of 22,105,263 common shares of the company at a price of 95 cents per share. Clarus Securities Inc. acted as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Red Cloud Securities Inc., Agentis Capital Markets (First Nations Financial Markets LP) and Raymond James Ltd., in connection with the offering.

The company intends to use the net proceeds of the offering for exploration and development at the Cotabambas copper-gold-silver project in Peru, and for general corporate and working capital purposes.

In accordance with National Instrument 45-106, Prospectus Exemptions, the shares were issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The shares were also offered for sale on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended, and applicable U.S. state securities laws, and in other offshore jurisdictions provided that no prospectus filing or comparable obligation arose. The shares are not subject to a statutory hold period under applicable Canadian securities legislation, subject to compliance with the policies of the TSX Venture Exchange, with respect to issuances of shares to insiders of the company.

As consideration for their services in the offering, the agents received a cash commission of approximately $1.26-million, such amount being equal to 6. per cent% of the gross proceeds from the sale of the shares under the offering, and 1,326,315 non-transferable compensation options, such amount being equal to 6.0 per cent of the number of shares sold under the offering. Each compensation option is exercisable into one share at a price of $1 per share at any time on or before May 13, 2027.

There is an amended and restated offering document dated May 4, 2026, related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website.

The offering remains subject to the final approval of the TSX Venture Exchange.

Certain directors or officers of the company participated in the offering for gross proceeds of approximately $271,000. Participation by these directors or officers in the offering constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance of the common shares to certain directors and officers of the company under the offering is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as the common shares are listed on the TSX-V. The issuance of common shares to certain directors and officers of the company under the offering is also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101 as the fair market value of the securities issued to such directors and officers of the company was less than $2.5-million.

About Panoro Minerals Ltd.

Panoro is a Canadian mineral exploration company focused on advancing its 100-per-cent-owned Cotabambas copper, gold and silver project, located in the Apurimac regions in southern Peru.

The current mineral resource estimate for the Cotabambas deposit (AGP, 2024) comprises the following:

• Indicated mineral resources of 507.3 million tonnes grading 0.33 per cent copper (Cu), 0.20 gram per tonne (g/t) gold (Au), 2.42 g/t silver (Ag) and 0.0021 per cent molybdenum (Mo), with a copper equivalent (CuEq) grade of 0.43 per cent;
• Inferred mineral resources of 496.0 million tonnes grading 0.27 per cent Cu, 0.17 g/t Au, 2.53 g/t Ag and 0.0027 per cent Mo, with a CuEq grade of 0.36 per cent.

Within this resource is a higher-grade component comprising indicated mineral resource totals of 129.0 million tonnes grading 0.70 per cent Cu, 0.44 g/t Au and 4.12 g/t Ag (1.29 per cent CuEq or 1.07 g/t gold equivalent (AuEq)) containing approximately 2.0 billion pounds of copper, 1.8 million ounces of gold and 17.1 million ounces of silver. Copper represents approximately 54 per cent of the contained metal value, followed by gold at 41 per cent and silver at 5 per cent.

In addition, the inferred mineral resource contains a higher-grade component of an estimated at 93.1 million tonnes grading 0.59 per cent Cu, 0.41 g/t Au and 5.31 g/t Ag (1.17 per cent CuEq or 0.97 g/t AuEq) containing approximately 1.2 billion pounds of copper, 1.2 million ounces of gold and 15.9 million ounces of silver. Within the inferred category, copper accounts for approximately 51 per cent of the contained metal value, gold 42 per cent and silver 7 per cent.

Additional information regarding the Cotabambas project can be found in the technical report dated Feb. 26, 2024 (effective date Nov. 20, 2023), titled "Technical Report on the Cotabambas Copper Gold Project, Panoro Minerals Ltd., Apurimac, Peru," and prepared by Paul Daigle, PGeo, Oscar Retto, MinEng, and Neil Lincoln, PEng, of AGP Mining Consultants Inc., which is available on SEDAR+.

Qualified person

The scientific and technical information in this news release has been reviewed and approved by Luis Vela, PGeo, vice-president, exploration, a qualified person under National Instrument 43-101.

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