First Cobalt

Pasofino Gold Announces Closing of $10.02 Million Bought Deal Financing

All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.

Vancouver, British Columbia--(Newsfile Corp. - September 22, 2020) - Pasofino Gold Limited. (TSXV: VEIN) (FSE: N07) ("Pasofino" the "Company") is pleased to announce that it has completed its previously announced bought deal private placement of special warrants of the Company (the "Special Warrants) raising gross proceeds of $10,020,000 (the "Offering"). The Offering was led by Stifel GMP, on its own behalf and on behalf of a syndicate of underwriters including Beacon Securities Limited, Clarus Securities Inc., PI Financial Corp., Eight Capital and Haywood Securities Inc. (together with Stifel GMP, the "Underwriters").

Pursuant to the Offering, the Company issued 33,400,000 Special Warrants at a price of $0.30 per Special Warrant. Each Special Warrant, subject to the Penalty Provision (as defined below) and subject to adjustments in certain circumstances, will be exercisable into one unit of the Company (each, a "Unit") without payment of any additional consideration. Each Unit consists of one (1) common share of the Company, (each, a "Unit Share") and one‐half of one (0.5) common share purchase warrant (each whole common share purchase warrant, a "Warrant"), with each whole Warrant being exercisable to acquire one common share of the Company (a "Warrant Share") at an exercise price of $0.40 per Warrant Share for a period of 12 months following the closing of the Offering (the "Closing Date").

All unexercised Special Warrants shall be deemed exercised on behalf of, and without any required action on the part of, the holders (including payment of additional consideration) on the earlier of (the "Automatic Exercise Date"):

(i) The second business day following the date on which a final receipt is obtained from the British Columbia Securities Commission, as principal regulator on behalf of the securities regulatory authorities in each of the qualifying jurisdictions (the "Final Receipt"), for a (final) short form prospectus (the "Qualifying Prospectus") qualifying for distribution the Unit Shares and Warrants underlying the Special Warrants (the "Qualification Date"); and

(ii) 4:59 p.m. (Vancouver time) on January 23, 2021.

The Company has agreed to use its commercially reasonable efforts to qualify in Canada the distribution of (i) the Unit Shares and Warrants issuable upon exercise of the Special Warrants, and (ii) the Broker Warrants issuable upon exercise of the Broker Options (each as defined below) and to obtain the Final Receipt therefor, on or prior to December 22, 2020. In the event the Qualification Date has not occurred on or before December 22, 2020, each Special Warrant and Broker Warrant shall thereafter entitle the holder to receive, upon the exercise or deemed exercise thereof, as applicable, 1.1. Units (the "Penalty Provision").

The Company plans to use the net proceeds from the Offering to fund exploration and development work at the Dugbe gold Project in Liberia in connection with the earn-in arrangement with Hummingbird Resources PLC and for working capital and general corporate purposes.

As consideration for its services in connection with the Offering, the Company has paid to the Underwriters a cash commission and advisory fee equal to $646,799.10 and issued to the Underwriters a total of 2,171,000 broker option (the "Broker Options"). Each Broker Option will entitle the holder thereof to automatically receive one broker warrant of the Company (a "Broker Warrant"), without any additional consideration, on the Automatic Exercise Date, with each Broker Warrant entitling the holder thereof to acquire, subject to the Penalty Provision and subject to adjustments in certain circumstances, one Unit at a price of $0.30 per Unit for a period of 12 months following the Closing Date.

The securities issued in connection with the Offering (including the underlying securities) are subject to a hold period under Canadian securities laws until January 23, 2021, unless the Final Receipt (as defined below) is obtained prior to that time. The Offering has been conditionally approved by the TSX Venture Exchange (the "TSXV") and remains subject to final acceptance by the TSXV.

This press 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 securities being offered have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or any U.S. state securities laws and may not be offered or sold in the "United States" or to "U.S. persons" (as such terms are defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements of the 1933 Act and application U.S. state securities laws.

About Pasofino Gold Limited

Pasofino Gold Ltd. is a Canadian-based mineral exploration company. Through its recently announced acquisition of ARX Resources Limited Pasofino has an option to earn a 49% economic interest (prior to accounting for the Government of Liberia's 10% carried interest) in the Dugbe Gold Project in Liberia

Pasofino is also earning a 50% interest in the advanced-stage Roger Gold-Copper Project located in Quebec's prolific Abitibi Greenstone Belt.

For further information, please visit or contact:

Steve Dunn, President & CEO
T: (416) 361-2827
E: This email address is being protected from spambots. You need JavaScript enabled to view it.

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 press 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 characterized 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 timing for filing and final clearance of the Qualifying Prospectus, the use of proceeds of the Offering, 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 file and obtain approval for the Qualifying Prospectus, the ability to obtain all requisite regulatory approvals in respect of the Qualifying Prospectus, the ability to apply the proceeds of the Offering as intended, 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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