Announcement • Apr 23
Mansa Resources Limited completed the acquisition of remaining 49.14% stake in Pasofino Gold Limited (TSXV:VEIN). Mansa Resources Limited entered into a definitive arrangement agreement to acquire remaining 49.14% stake in Pasofino Gold Limited (TSXV:VEIN) for CAD 66.8 million on January 26, 2026. A cash consideration valued at CAD 0.9 per share will be paid by Mansa Resources Limited. Upon completion, Mansa Resources Limited will own 100% stake in Pasofino Gold Limited. In case of termination of transaction, Mansa Resources Limited will reimburse expenses related to transaction not exceed CAD 3.25 million and Pasofino Gold will pay a termination fee of CAD 1.70 million.
The transaction is subject to approval by regulatory board / committee, approval of offer by Pasofino Gold shareholders and subject to approval by the Supreme Court of British Columbia. Pasofino Gold board unanimously approved the transaction. The Board of Directors of Pasofino Gold Limited formed a special committee for the transaction. Special Committee unanimously supported the transaction. The transaction is expected to complete in first quarter of 2026. Upon closing of the Transaction, Mansa intends to cause the Shares to be de-listed from the TSXV and to cause Pasofino to submit an application to cease to be a reporting issuer under applicable Canadian securities laws. As of February 25, 2026, if Pasofino Gold securityholders’ approval is obtained at the meeting, the transaction is expected to close in the second quarter of 2026. As of March 31, 2026, the shareholders of Pasofino Gold Limited approved the transaction. As of April 8, 2026, Supreme Court of British Columbia has granted the final order (the "Final Order") in connection with the transaction.
Stifel Nicolaus Canada Inc. acted as fairness opinion provider for the Board and Special Committee, and as financial advisor for the Special Committee of Pasofino Gold Limited. Stikeman Elliott LLP acted as legal advisor for the Special Committee. Fasken Martineau DuMoulin LLP acted as legal advisor for Pasofino Gold Limited. Computershare Investor Services Inc. acted as transfer agent to Pasofino Gold Limited.
Mansa Resources Limited completed the acquisition of remaining 49.14% stake in Pasofino Gold Limited (TSXV:VEIN) on April 21, 2026. Pasofino has applied to delist the Shares from the TSX Venture Exchange. The shares are expected to be delisted from the TSXV at the close of business on or about April 22, 2026. New Risk • Apr 07
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 31% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks No financial data reported. Shareholders have been substantially diluted in the past year (31% increase in shares outstanding). Minor Risk Market cap is less than US$100m (CA$137.5m market cap, or US$98.8m). Announcement • Jan 27
Mansa Resources Limited entered into a definitive arrangement agreement to acquire remaining 49.14% stake in Pasofino Gold Limited (TSXV:VEIN) for CAD 66.9 million. Mansa Resources Limited entered into a definitive arrangement agreement to acquire remaining 49.14% stake in Pasofino Gold Limited (TSXV:VEIN) for CAD 66.9 million on January 26, 2026. A cash consideration valued at CAD 0.9 per share will be paid by Mansa Resources Limited. Upon completion, Mansa Resources Limited will own 100% stake in Pasofino Gold Limited. In case of termination of transaction, Mansa Resources Limited will reimburse expenses related to transaction not exceed CAD 3.25 million and Pasofino Gold will pay a termination fee of CAD 1.70 million.
The transaction is subject to approval by regulatory board / committee, approval of offer by Pasofino Gold shareholders and subject to court approval. Pasofino Gold board unanimously approved the transaction. The Board of Directors of Pasofino Gold Limited formed a special committee for the transaction. Special Committee unanimously supported the transaction. The transaction is expected to complete in first quarter of 2026. Upon closing of the Transaction, Mansa intends to cause the Shares to be de-listed from the TSXV and to cause Pasofino to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
Stifel Nicolaus Canada Inc. acted as fairness opinion provider and financial advisor and Stikeman Elliott LLP acted as legal advisor Special Committee. Fasken Martineau DuMoulin LLP acted as legal advisor for Pasofino Gold Limited. 
