TORONTO, Ontario — February 26, 2026 — Leads & Copy — Pasofino Gold Limited is moving forward with its plan of arrangement with Mansa Resources Limited. The company has filed and is mailing its management information circular regarding the special meeting of securityholders to approve the plan.
The meeting will be held on March 31, 2026, to seek approval for the previously announced statutory plan of arrangement under which Mansa Resources Limited, through its subsidiary 1574136 B.C. LTD., will acquire all of the outstanding shares of Pasofino not already owned by Mansa and its affiliates for C$0.90 per share in cash.
The Supreme Court of British Columbia has granted an interim order authorizing the meeting and other procedural matters related to the arrangement.
The meeting will take place in person on March 31, 2026, at 10:00 a.m. (Toronto time) at the offices of Fasken Martineau DuMoulin LLP in Toronto. The record date for determining eligible securityholders is February 19, 2026.
At the meeting, securityholders will vote on a special resolution to approve the arrangement. Approval requires at least two-thirds of the votes cast by shareholders, two-thirds of the votes cast by securityholders as a single class, and a simple majority of the votes cast by shareholders, excluding those held by Mansa and related parties.
The deadline for proxy submissions is March 27, 2026, at 10:00 a.m. (Toronto time).
Meeting materials containing important information on voting procedures have been mailed to securityholders and are available on SEDAR+.
Pasofino’s board of directors and a special committee of independent directors unanimously recommend that securityholders vote in favor of the arrangement resolution.
Subject to securityholder approval and other customary closing conditions, the transaction is expected to close in the second quarter of 2026. Upon completion, Mansa will indirectly own 100% of Pasofino’s shares and intends to delist them from the TSX Venture Exchange and terminate Pasofino’s public reporting requirements.
Computershare Investor Services Inc. is the company’s transfer agent. Registered securityholders with questions can contact them at 1-800-564-6253 (toll free in Canada and the United States) or 514-982-7555 (international direct dial). Non-registered shareholders should contact their broker or other intermediary.
Stifel Canada is acting as financial advisor to the Special Committee. Fasken Martineau DuMoulin LLP is acting as legal advisor to the Company. Stikeman Elliott LLP is acting as legal advisor to the Special Committee.
Pasofino Gold Limited is a Canadian-based mineral exploration company listed on the TSXV (VEIN). Pasofino owns 100% of the Dugbe Gold Project through its wholly-owned subsidiary.
For further information, please visit www.pasofinogold.com
Source: Pasofino Gold Limited
