In addition, Pasofino is pleased to announce that today the Supreme Court of British Columbia (the “Court“) has granted an interim injunction (the “Interim order“) which authorizes, among other things, the convening, holding and conduct of the Meeting and other procedural matters in connection with the Scheme.
Meeting details
In accordance with the Interim Order, the Meeting will be held in person on March 31, 2026 at 10:00 a.m. (Toronto time) at the offices of Fasken Martineau DuMoulin LLP, 333 Bay Street, Suite 2400, Toronto, Ontario, and the record date for determining the Company’s Security Holders entitled to notice of and voting at such Meeting will be the close of business on February 19 2026.
At the Meeting, the Security Holders of the Company will be asked to consider and, if deemed appropriate, adopt a special resolution approving the Scheme, with or without amendment (the “Regulation resolution“). The Scheme Resolution must be approved by (i) at least two-thirds of the votes cast by the Shareholders of the Company present in person or represented by proxy at the Meeting; (ii) at least two-thirds of the votes cast by the Security Holders of the Company, voting together as a single class, present in person or represented by proxy at the Meeting; and (iii) a simple majority of the votes cast by the Shareholders of the Company present in person or by proxy at the Meeting; be represented by a proxy at the Meeting, with the exception of the votes attached to the Shares held by Mansa and all other persons described in items (a) to (d) of section 8.1(2) of Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (the “Approval of the security holder“).
The deadline for receipt of completed proxies by the Company’s transfer agent, Computershare Investor Services Inc., is March 27, 2026 at 10:00 a.m. (Toronto time) (the “Proxy deadline“).
Meeting material
The Circular, the proxy form, the voting instruction form and the letters of transmission for the Meeting (collectively the “Meeting material“) contain important information relating to the manner in which Security Holders of the Company may vote at the Meeting. Security holders of the Company who wish to attend and/or vote at the Meeting must follow the procedures set out in the Meeting Materials. Security holders of the Company who are unable to attend the Meeting are strongly encouraged to complete the proxy form (in the case of registered Company Security Holders) or the voting instruction form (in the case of unregistered Shareholders). of the Company) that accompanies the Meeting Materials, to be completed, dated, signed and returned so that as many Security Holders of the Company as possible are represented and voting at the Meeting.
Security holders of the Company will receive the Meeting Materials by post. Security holders of the Company are encouraged to access an electronic version of the Circular available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The Circular contains important information about the Arrangement and related matters, including the terms of the Arrangement Agreement, the background to the Transaction, the reasons for the Transaction, the recommendations of the board of directors (the “Board“) and the special committee of independent directors of Pasofino (the “Special Commission“), and how Securities Holders of the Company may participate in and vote at the Meeting. Holders of Securities of the Company are urged to read the Circular carefully and in its entirety, consult their financial, legal, tax or other professional advisors, and vote as soon as possible before the Proxy Deadline in accordance with the instructions attached to the proxy form or the voting instruction form, as applicable.
Recommendation of the Board of Directors and the Special Committee
The Board of Directors (with interested directors abstaining) and the Special Committee respectively unanimously recommend that the Company’s Security Holders vote FOR the Settlement Resolution at the Meeting.
Transaction details
If Security Holder approval is obtained at the Meeting, the Transaction is expected to close in the second quarter of 2026, subject to the satisfaction of customary closing conditions under the Arrangement Agreement, including the issuance of a final order by the Court and applicable regulatory approvals.
Assuming the Transaction is completed, Mansa will indirectly own 100% of the outstanding Shares and intends to cause the Shares to be delisted from the TSX Venture Exchange and to cause Pasofino to apply to cease being a reporting issuer under applicable Canadian securities laws, and to otherwise terminate Pasofino’s public reporting requirements.
Questions and help
Security holders of registered companies who have questions or need assistance with voting may contact the company’s transfer agent, Computershare Investor Services Inc., at 1-800-564-6253 (toll-free in Canada and the United States) or 514-982-7555 (international direct number). Shareholders of unregistered companies who have questions or need assistance with voting should contact their respective broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, as applicable.
Advisors
Stifel Canada serves as independent financial advisor to the Special Committee. Fasken Martineau DuMoulin LLP is serving as legal counsel to the company. Stikeman Elliott LLP is serving as legal counsel to the Special Committee.
ABOUT Pasofino Gold Limited
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 (before the issuance of the 10% carried interest from the Government of Liberia).
For more information, please visit www.pasofinogold.com
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 press release contains “forward-looking statements” that are based on expectations, estimates, projections and interpretations as of the date of this press release. Forward-looking statements are often identified by words such as “plan,” “expect,” “project,” “seek,” “intend,” “believe,” “anticipate,” “estimate,” “suggest,” “indicate” and other similar words or statements that certain events or circumstances “may” or “will” occur, and include, without limitation, statements regarding the expected timing and completion of the Transaction, including the transmission of the Meeting Materials, the timing and the occurrence of the Meeting, the receipt of Security Holder Approval, the receipt of the final order of the Court, the satisfaction of the other customary closing conditions under the Arrangement Agreement, and the expected consequences of the completion of the Arrangement, including the delisting of the Shares and the Company ceasing to be a reporting issuer. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that 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 possibility that the proposed Transaction will not be completed on the terms or in accordance with the timing currently contemplated or at all; the ability or inability to obtain, on a timely basis or at all, all necessary shareholder, court and other third party approvals (if applicable) necessary to complete the Transaction or otherwise comply with the conditions to the completion of the Transaction; the existence of significant transaction costs or unknown liabilities; the ability of the Board of Directors to consider and approve a superior proposal for the Company, subject to the Company’s compliance with its obligations under the Arrangement Agreement; the inability to realize the expected benefits of the Transaction; the possibility of litigation relating to the Transaction; the possibility of adverse reactions or changes in business relationships as a result of the announcement or completion of the Transaction; general economic conditions; and the risk factors set forth in the Company’s management’s discussion and analysis as filed on SEDAR+ and in the Circular. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws. Such forward-looking information represents management’s best judgment based on information available at the date of publication. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements or information.
SOURCE Pasofino Gold Limited
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