Pasofino Gold to Go Private in Majority Shareholder Buyout

Pasofino Gold agrees to a C$0.90 per share cash buyout by majority owner Mansa Resources, leading to delisting. Deal offers liquidity amid project license pressures.

Pasofino Gold is set to be delisted from public markets following a definitive agreement for its complete acquisition by Mansa Resources, its existing majority shareholder. The deal, structured as a cash transaction for minority holders, values the company's equity at approximately C$141.6 million and represents a strategic shift amid growing operational pressures.

Mansa Resources has tabled an offer of C$0.90 per share in cash. Given that Mansa already controls 50.8% of the issued and outstanding shares, the path to completing the transaction is significantly streamlined. The buyer has further secured support through voting agreements from certain directors, officers, and other shareholders, locking in approximately 76% of the votes attached to the outstanding shares.

Board Approval Follows Challenging Backdrop

The Pasofino board's unanimous recommendation to shareholders comes after a review of strategic alternatives and against a complex operational landscape. Previous efforts to pursue alternative sale transactions were unsuccessful. Concurrently, the company faces pressure from the Liberian government, which has issued a default notice regarding the license agreement for the flagship Dugbe Gold Project.

To address Pasofino's short-term funding requirements until the deal closes, Mansa has provided a commitment for a loan of up to US$10 million. The board concluded that the all-cash proposal presents the most certain way to deliver immediate liquidity and value certainty to shareholders under the current circumstances.

Shareholder Vote and Expected Timeline

Security holders will have their say on the arrangement at a special meeting scheduled for March 31, 2026. The board's approval followed the recommendation of an independent special committee established to evaluate the transaction.

Subject to receiving the necessary approvals from the Supreme Court of British Columbia and the relevant regulatory authorities, the transaction is anticipated to be finalized during the first or second quarter of 2026. Upon completion, Mansa Resources will initiate the delisting of Pasofino Gold's shares from the TSX Venture Exchange and take the company private.