Pasofino Gold Announces a US$2.3 Million Non-Brokered Private Placement To Insiders
Toronto, Ontario--(Newsfile Corp. - January 22, 2024) - Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) ("Pasofino" or the "Company") is pleased to announce a non-brokered private placement of up to 6,291,000 units of the Company (each, a "Unit") at C$0.50 (or US$0.37) per Unit for gross proceeds of up to C$3,145,500 (US$2,330,000) (the "Offering").
Each Unit will consist of one common share of the Company (each, a "Unit Share") and half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company (each, a "Warrant Share") at a price of C$0.65 for a period of 18 months following the issue date of the Units.
As disclosed in the Company's January 4, 2024 and January 11, 2024 press releases, Hummingbird Resources plc (AIM: HUM) ("HB PLC") a shareholder (51%) and control person of the Company has dedicated US$2 million of the proceeds of its recent fund raise to invest in Pasofino. Accordingly, HB PLC has expressed an interest in subscribing for 5,400,000 Units.
As previously disclosed in the Company's January 17, 2022 press release, Esan Eczacibasi Endustriyel Hammaddeler Sanayi ve Ticaret Anonim Şirketi ("ESAN"), a shareholder (10%) and insider of the Company, has the right, but not the obligation, to subscribe under any private placement or prospectus offering of the Company in such amount as would permit ESAN to maintain its shareholding interest in the Company. Accordingly, ESAN has expressed its interest in subscribing for 891,000 Units.
Following completion of the Offering, ESAN would own 10% of the issued and outstanding shares of Pasofino and HB PLC would own 53% of the issued and outstanding shares.
The Offering is expected to close in January 2024 and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals, the conditional listing approval of the TSX Venture Exchange and the applicable securities regulatory authorities. The securities issued under the Offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the Offering.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
The net proceeds of the Offering will be used by the Company in connection with advancement of the Dugbe Gold Project and working capital. The funds will be used to optimise the 2022 Definitive Feasibility Study through FY-2024 and further progress the Project. Several opportunities to maximise the value of Dugbe and reduce the overall project capex profile have been identified, including the optimisation of power usage, improvements to the metallurgical recovery rates and additional exploration activities.
ABOUT THE DUGBE GOLD PROJECT
The 2,302 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 Dugbe Gold Project: Dugbe F and Tuzon discovered by Hummingbird entities 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.
The TSX Venture Exchange has not approved or disapproved of the information contained herein.
Related Party Transaction
Each of HB PLC and ESAN are insiders of Pasofino and are participating in thee Offering. The Offering is therefore a "Related Party Transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied upon the exemptions from the minority shareholder approval and valuation requirements set out in Sections 5.7(1)(a) and 5.5(a), respectively, of MI 61-101. The Offering including the subscriptions of HB PLC and ESAN, was approved unanimously by the directors of the Company.
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 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 the Offering, the ability to obtain all requisite regulatory approvals including the approval of the TSX Venture Exchange, the ability to apply the proceeds as intended, the results of business operation, the results of exploration activities; 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.
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DISSEMINATION IN THE UNITED STATES
Mining Indaba Dealmakers Den Judge Navesh Ragoonanthun of Peterhouse Capital, awards the 2025 African Mining Indaba Dealmakers Den Top Gold Project to Pasofino Gold's CEO Brett Richards.
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ABOUT THE DUGBE GOLD PROJECT
The 2,078 km2 Dugbe Gold Project (the "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 m at Tuzon and Dugbe during 2021. These deposits have a combined 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 Definitive 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.
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.
ABOUT PASOFINO GOLD LTD.
Pasofino Gold Limited is a Canadian-based mineral exploration company listed on the TSXV (VEIN).
Pasofino, through its wholly owned subsidiary, 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:
Brett A. Richards, Chief Executive Officer and Director
T: 905 449 1500
E: brett@brettrichards.org
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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", "intend", "believe", "anticipate", "estimate", "indicate", "may", "will", "should" and other similar words or statements that certain events or conditions "could" or "might" 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 execute its strategic initiatives; the ability to advance the Dugbe Gold Project; the ability to apply the proceeds as intended; the ability to obtain requisite regulatory approvals, including from the TSX Venture Exchange and relevant authorities; the results of exploration and business activities; fluctuations in commodity prices; geopolitical risks; the availability and timing of external financing on acceptable terms; operational and logistical challenges; and the risks 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.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.