Mr. James Husband reports

PASOFINO GOLD LIMITED COMPLETES THE PREVIOUSLY ANNOUNCED ARRANGEMENT

Pasofino Gold Ltd. has completed the previously announced plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Mansa Resources Ltd., 1574136 B.C. Ltd., a wholly owned subsidiary of Mansa (the purchaser), and the company.

Pursuant to the arrangement and in accordance with the terms of the arrangement agreement among the company, the purchaser and Mansa dated Jan. 26, 2026, as amended on Feb. 23, 2026, the purchaser, among other things, acquired all the issued and outstanding common shares of the company not already owned by Mansa or its affiliates for 90 cents in cash per share.

Pasofino has applied to delist the shares from the TSX Venture Exchange. The shares are expected to be delisted from the TSX-V at the close of business on or about April 22, 2026. Pasofino is a reporting issuer in each of the provinces of Canada, except the province of Quebec, and intends to apply to cease to be a reporting issuer in each jurisdiction and to otherwise terminate Pasofino's public reporting requirements.

Payment of consideration

Following completion of the arrangement, former holders of shares (other than Mansa and its affiliates) are entitled to receive the purchase price as consideration for each share held immediately prior to completion of the arrangement, and former holders of warrants to purchase shares or options to purchase shares are entitled to receive cash consideration equal to the amount, if any, by which the purchase price exceeds the exercise price payable per share under each option or warrant, as applicable. All out-of-the-money options and warrants were cancelled for no consideration in accordance with the terms of the plan of arrangement.

To receive the consideration to which they are entitled under the arrangement, registered holders of shares (being shareholders who hold their shares in their name and/or have a certificate or direct registration system advice representing their shares) and holders of warrants must complete, execute and return a letter of transmittal for shares or warrants, as applicable, together with the certificate(s) and/or DRS advice representing their shares or warrants, as applicable, to Computershare Investor Services Inc. (the depositary) in accordance with the instructions included in the letter of transmittal. Letters of transmittal can be delivered to the depositary by hand or courier at 320 Bay St., 14th floor, Toronto, Ont., M5H 4A6, or by mail at PO box 7021, 31 Adelaide St. East, Toronto, Ont., M5C 3H2, attention: corporate actions. Copies of the letters of transmittal were mailed to registered holders of shares and holders of warrants with the circular (as defined below), and are also available under the company's profile on SEDAR+ or can be obtained by contacting the depositary. Registered holders of shares and holders of warrants are urged to deliver their completed and executed letters of transmittal to the depositary as soon as possible.

Non-registered holders of shares (being shareholders who held their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) and holders of options do not have to submit a letter of transmittal to receive the consideration to which they are entitled under the arrangement. Non-registered holders of shares must contact their intermediary to obtain instructions on how to deposit their shares and collect the cash consideration to which they are entitled under the arrangement, if any. Holders of options do not need to take any action to receive the consideration, if any, to which they are entitled under the arrangement, and such consideration, if any, will be paid to holders of options as soon as practicable following completion of the arrangement, provided, however, that any options that were not in the money were cancelled for no consideration in accordance with the terms of the plan of arrangement.

Any consideration that has not been claimed or any payment made by way of cheque by the depositary that has not been deposited on or before the sixth anniversary of the completion of the arrangement shall be deemed to be surrendered and forfeited to the purchaser for no consideration in accordance with the terms of the plan of arrangement.

The circular contains additional information regarding the steps that former holders of shares, warrants and options need to follow to claim the consideration, if any, to which they are entitled under the arrangement.

If you are a former holder of shares, warrants or options, and have any questions about how to claim the consideration, if any, to which you are entitled under the arrangement, you are encouraged to contact the depositary as soon as possible by phone at 1-800-564-6253 or by e-mail at corporateactions@computershare.com.

Information concerning the arrangement

The arrangement and the arrangement agreement are further described in the company's management information circular dated Feb. 25, 2026, and related materials for the special meeting of securityholders of the company held on March 31, 2026, all of which are available under the company's profile on SEDAR+ and on the company's website.

In connection with the arrangement, the company and Mansa entered into a promissory note whereby Mansa agreed to lend up to $10-million (U.S.) to the company, at an interest rate of 12 per cent per annum, to assist Pasofino with financing working capital requirements until completion of the arrangement. As disclosed in the circular, the promissory note constitutes a related-party transaction for purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) but was exempt from the minority approval and formal valuation requirements under MI 61-101 since the fair market value of the promissory note at the time it was entered into was less than 25 per cent of the company's market capitalization.

No finders' fees were paid in connection with the arrangement.

About Pasofino Gold Ltd.

Pasofino is a Canadian-based mineral exploration company listed on the TSX Venture Exchange.

Pasofino, through its wholly owned subsidiary, owns 100 per cent of the Dugbe gold project (prior to the issuance of the government of Liberia's 10-per-cent carried interest).

We seek Safe Harbor.