Pasofino Gold : Announces a Non-Brokered Private Placement of up to US$5 Million

NEWS RELEASE

Paso

Placement of up to US$5 Million

8/8/2022

Toronto, Ontario--(News

("Paso " or the "Company") is pleased to announce a non-brokered private placement of up to 12,856,000 units

of the Company (each, a "Unit") at C$0.50 (or US$0.39) per Unit for gross proceeds of up to C$6,428,000

(US$5,000,000) (the "O

Each Unit will consist of one common share of the Company (each, a "Unit Share") and one 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.

The Company may, in its sole discretion, increase the O

gross proceeds of C$1,285,600 (or approximately US$1,000,000).

As disclosed in the Company's January 17, 2022 press release, Esan Eczacibasi Endustriyel Hammaddeler Sanayi ve

Ticaret Anonim Şirketi ("ESAN"), a shareholder and insider of the Company, has the right to, but not the obligation,

to subscribe under any private placement or prospectus o

ESAN to maintain its shareholding interest in the Company.

The O

including, but not limited to, the receipt of all necessary approvals including the conditional listing approval of the

TSX Venture Exchange and the applicable securities regulatory authorities. The securities issued under the O

will be subject to a hold period in Canada expiring four months and one day from the closing date of the O

The securities o

o

requirements. This news release shall not constitute an o

there be any sale of the securities in any State in which such o

The net proceeds of the O

Resources LLP of the Notice (as de

Company's previously announced strategic review process led by Ian Stalker.

As published by the Company in its August 1, 2022 press release announcing the

respect to the Project under the Company's SEDAR pro

that the Company may, within 120 days of August 1, 2022 deliver the option satisfaction notice (the "Notice") to

Hummingbird Resources PLC. Upon delivery of the Notice the Company will acquire its 49% interest in the Dugbe

Gold Project (the "Project") in Liberia (prior to the issuance of the Government of Liberia's 10% carried interest)[1].

30 days after Paso

Venture Expenditures (the "Sole Funding Costs") and shall remain as operator during such sole funding period.

ABOUT THE DUGBE GOLD PROJECT

The 2,559 km2 Dugbe Gold Project is in southern Liberia and situated within the southwestern corner of the

Birimian Supergroup which is host to the majority of West African gold deposits. To date, two deposits have been

identi

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 large amount of exploration in the area was conducted by Hummingbird up until 2012 including 74,497 m of

diamond coring. Paso

Mineral Resource Estimates dated 17 November 2021. Following the completion of the De

June 2022 a Mineral Reserve Estimate was declared, based on the open-pit mining of both deposits over a 14-year

Life of Mine.

In addition, there are many gold prospects within the Project including the Bukon Jedeh area acquired in late 2020.

Here artisanal mining has extracted gold since the 1930's, including from currently active open pits over 20 m deep

working fresh-bedrock. At the DSZ target on the Tuzon-Sackor trend Paso

surface gold mineralisation in trenches and outcropping 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.

The TSX Venture Exchange has not approved or disapproved of the information contained herein.

ABOUT PASOFINO GOLD LTD.

Paso

Paso

to the issuance of the Government of Liberia's 10% carried interest) in the Dugbe Gold Project.

For further information, please visit www.paso	or contact:
Lincoln Greenidge, CFO
T: 416 451 0049
E: lgreenidge@paso

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

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 di

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 O

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

outlined in the Company's Management Discussion and Analysis as

undertake to update any forward-looking information except in accordance with applicable securities laws.

_____________________________

1Following the issuance to the Government of Liberia of its 10% interest in Hummingbird Liberia, the Company will

own a 44.1 economic interest in the Hummingbird Liberia (consisting of a 39% shareholding interest and a 5.1%

interest in the economic bene

Hummingbird Liberia.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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SOURCE Paso