Pasofino Gold Goes Private as Shareholders Approve Mansa Takeover

TORONTO, ON – March 31, 2026 – Pasofino Gold Limited's journey as a publicly traded company is nearing its end after its securityholders voted overwhelmingly in favour of a complete takeover by Mansa Resources Limited. The transaction will see Mansa acquire all remaining shares it does not already own for C$0.90 in cash per share, consolidating its control over Pasofino's principal asset, the significant Dugbe Gold Project in Liberia.

The deal, which paves the way for Pasofino to be delisted from the TSX Venture Exchange and go private, now only awaits final approval from the Supreme Court of British Columbia. A hearing is expected to take place during the week of April 7, 2026.

A Decisive Vote Ends Public Chapter

At a special meeting held Tuesday, Pasofino's shareholders, optionholders, and warrantholders cast a near-unanimous vote to approve the statutory plan of arrangement. The resolution secured approval from 99.95% of votes cast by shareholders and 99.96% from all securityholders voting as a single class.

Critically, the deal also passed the minority approval threshold required by Canadian securities law, with 99.86% of votes from disinterested shareholders supporting the acquisition. This strong endorsement from minority investors signals broad acceptance of the deal's terms as the most viable path forward for the company.

For Pasofino (TSXV: VEIN), the vote marks the culmination of a challenging period. The company had previously undertaken a strategic review that ended in April 2025 without a successful transaction. The situation grew more acute in December 2025 when Pasofino received a notice of default from the Government of Liberia concerning its Mineral Development Agreement (MDA), a move that the company's board noted severely limited its strategic alternatives.

Upon completion of the arrangement, Pasofino will become a wholly-owned subsidiary of Mansa Resources. Mansa intends to have Pasofino's shares delisted from the TSXV and to apply for it to cease being a reporting issuer, effectively ending its public reporting obligations and transitioning it into a private entity focused solely on advancing its asset.

Mansa Consolidates Control of Liberian Gold Prize

The acquisition represents a strategic consolidation for Mansa Resources, a private entity with deep expertise in West African mining. Mansa, which is associated with Sébastien de Montessus, the former head of major West African gold producer Endeavour Mining, already held a 51% controlling stake in Pasofino. This move to acquire the remaining 49% gives it 100% ownership and unencumbered control over the Dugbe Gold Project's destiny.

Taking Pasofino private offers significant strategic advantages. It will free the project's development from the pressures of public market sentiment, quarterly reporting cycles, and stock price volatility. With a simplified ownership structure, Mansa can pursue a more flexible, long-term development strategy, streamline decision-making, and potentially secure project financing with greater agility. Mansa has already demonstrated its financial commitment by providing Pasofino with up to US$10 million in interim financing to cover working capital needs during the transaction period.

The move is indicative of a strategy to unlock the full potential of the Dugbe project, which has been stalled by the financial and strategic challenges faced by its former public parent. Under a single, private owner with sector expertise, the path to financing and construction could be significantly accelerated.

The Price of Certainty: Analyzing the C$0.90 Offer

While the C$0.90 per share cash offer secured overwhelming support, its valuation reflects the complex circumstances surrounding Pasofino. The offer represented a 23% premium to Pasofino’s last closing price before the deal was announced in January and a 47% premium to its 20-day volume-weighted average price, providing a clear upside for recent investors.

However, the price is substantially below a C$2.80 target price from at least one analyst covering the stock. This discrepancy highlights the difference between a project's theoretical long-term value and the immediate realities facing a company. Pasofino's board, forming a special committee with independent advisors, unanimously recommended the deal. They concluded the all-cash offer provided shareholders with “certainty of value and immediate liquidity,” framing it as a superior outcome given the company's financial constraints and the restrictive notice of default from the Liberian government.

The strong shareholder support, including voting agreements from shareholders representing approximately 25% of the shares on top of Mansa's own 51% stake, suggests that investors recognized the deal as a pragmatic and timely exit that mitigates the significant risks associated with developing a large-scale mining project as a junior public company in a challenging jurisdiction.

Dugbe's Future Navigates a Promising but Complex Landscape

With the ownership question settled, focus now shifts entirely to the Dugbe Gold Project itself. The project is a substantial, feasibility-stage asset with a 14-year mine life outlined in a 2022 study. It boasts proven and probable reserves of 2.76 million ounces of gold and has the potential to become a large-scale, long-life operation.

The project's economics, based on a 2022 study using a US$1,700/oz gold price, are robust, projecting a post-tax net present value of US$524 million and an internal rate of return of 23.6%. It is envisioned to produce an average of 200,000 ounces of gold annually for its first five years, with life-of-mine all-in sustaining costs of around US$1,005 per ounce. However, realizing this potential requires significant upfront investment, with pre-production capital estimated at US$397 million.

Advancing Dugbe will also require navigating Liberia's complex operating environment. While the country has maintained a stable democracy and is considered a pro-mining jurisdiction, it faces structural challenges. The International Monetary Fund has pointed to widespread corruption and an uncertain regulatory framework as risks. The country's 2000 mining law is widely seen as outdated and in need of reform, creating potential instability for investors. The default notice served to Pasofino is a stark reminder of these regulatory hazards.

Despite these risks, the project benefits from strong community support built over a decade and a strategic location in the highly prospective Birimian greenstone belt. Under Mansa's private ownership, the next steps will involve completing an updated feasibility study to reflect current costs and a higher gold price, securing the estimated US$397 million in construction financing, and advancing the permitting process towards a full Class A Mining Licence. With a clear path of ownership, the development of one of West Africa's significant gold deposits is now poised to enter its next, decisive phase.