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Pasofino Gold company logo
METALS & MINING | Precious Metals
pasofinogold.com

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Stage

Unattributed | Alive

Total Raised

$680K

Last Raised

$680K | 1 yr ago

About Pasofino Gold

Pasofino Gold is a gold mining company with a 50% interest in the advanced-stage Roger gold-copper project in the Abitibi Greenstone Belt.

Pasofino Gold Headquarter Location

366 Bay Street Suite 200

Toronto, Ontario,

Canada

416-361-2827

Latest Pasofino Gold News

Pasofino Gold : Q2 2022 Management Discussion and Analysis

Dec 31, 2021

12/31/2021 | 01:47pm EST Message : QUARTERLY HIGHLIGHTS (EXPRESSED IN CANADIAN DOLLARS) Three and Six Months Ended October 31, 2021 Dated: December 30, 2021 The following interim Management's Discussion and Analysis ("Interim MD&A") of Pasofino Gold Limited (the "Company" or "Pasofino") for the three and six months ended October 31, 2021, has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management discussion & analysis, being the Management's Discussion & Analysis ("Annual MD&A") for the year ended April 30, 2021. This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A. This Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the Annual MD&A, audited annual consolidated financial statements of the Company for the years ended April 30, 2021 and 2020, together with the notes thereto, and unaudited condensed interim consolidated financial statements of the Company for the three and six months ended October 31, 2021 and 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company's unaudited condensed interim consolidated financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of December 30, 2021, unless otherwise indicated. For the purposes of preparing this Interim MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity. Further information about the Company and its operations is available on the Company's website at www.pasofinogold.com or on SEDAR at www.sedar.com . This Interim MD&A contains forward-looking information as further described in the "Cautionary Note Regarding Forward-Looking Statements" at the end of this Interim MD&A. Please also make reference to those risk factors identified or otherwise indirectly referenced in the "Risks and Uncertainties" section below. Description of Business and Nature of Operations Pasofino is a Canadian-based mineral exploration company and trades on the TSX-V Exchange ("TSXV") under the symbol VEIN, on the Frankfurt Exchange under the symbol N071 and on the OTCBQ Venture Market under the symbol EFRGF. Pasofino has an option to earn a 49% economic interest (prior to the issuance of the Government of Liberia's 10% carried interest) in the Dugbe Gold Project in Liberia. The principal business of the Company is the acquisition, exploration and development of mineral properties. On September 17, 2020, the Company completed the acquisition of ARX Resources Limited ("ARX"). - 2 - Three and Six Months Ended October 31, 2021 Dated: December 30, 2021 Corporate On May 6, 2021, the Company completed its previously announced marketed public offering (the "Offering") of common shares in the capital of the Company (the "Offered Shares"), raising aggregate gross proceeds of $9,000,005. The Offering was conducted on a best-efforts agency basis by Stifel GMP as sole agent and book-runner (the "Agent"). Pursuant to the Offering, the Company issued 9,183,679 Offered Shares at a price of $0.98 per Offered Share (the "Issue Price"). As consideration for its services in connection with the Offering, the Agent received (i) a cash commission equal to 7% of the gross proceeds from the sale of the Offered Shares, and (ii) non-transferable broker warrants as is equal to 7% of the aggregate number of Offered Shares sold pursuant to the Offering, with each broker warrant exercisable to purchase one common share in the capital of the Company at the Issue Price until November 6, 2022. On May 27, 2021, the Company announced that it closed a transaction pursuant to an agreement with QC Copper & Gold Inc. ("QC Copper") whereby Pasofino sold its 50% interest in the Roger Property. Terms of the transaction: Pasofino transferred its 50% interest in the project to QC Copper. Pasofino received $1,000,000 (received) in cash and 1,150,000 common shares of QC Copper (received and valued at $241,500). The other 50% interest will remain with SOQUEM Inc. ("SOQUEM"). On June 24, 2021, the Company granted 2,664,278 stock options to directors and officers. The stock options have an exercise price of $1.40 per share, are valid for a 5-year period from the date of grant and are subject to regulatory approval. The options vest at one quarter every three months with the first quarter vesting on date of grant date. On July 22, 2021, the Company completed a share consolidation of its share capital on the basis of fourteen existing common shares for one (1) new common share consolidation. All common shares, per common share amounts, warrants and stock options in these consolidated financial statements have been retroactively restated to reflect the share consolidation. On August 26, 2021, the Company agreed with the independent and non-executive directors to issue 36,195 common shares ("Debt Shares") to such directors in exchange for the cancellation of $55,741 of director fees owing, after deduction of applicable withholding taxes. The Debt Shares were issued at a price of $1.54. On September 9, 2021, 85,952 warrants with an exercise price of $1.68 expired unexercised. On September 22, 2021, 1,467,214 warrants with an exercise price of $5.60 expired unexercised. On December 6, 2021, the Company announced a non-brokered private placement of common shares at $0.70 (or US$0.55) per share for gross proceeds of up to US$5,500,000. Approximately US$4,500,000 of the offering (being 8,225,092 common shares) has been subscribed for by Esan Eczacibasi Endustriyel Hammaddeler Sanayi ve Ticaret Anonim Sirketi ("ESAN"), a Turkish mining company. ESAN has been - 3 -

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