Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) (“Pasofino” or the “Company”) and Hummingbird Resources plc (AIM: HUM) (“HB PLC” and together with Pasofino, the “Parties”) are pleased to announce that further to the news releases issued on December 7, 2023, the Parties have completed the consolidation of the Dugbe Project. Pasofino now owns 100% of the Dugbe Gold Project (prior to giving effect to the 10% carried interest of the Government of Liberia) and HB PLC is now a control person of Pasofino.
The consolidation is pursuant to Pasofino’s exercise of its right (see the November 1, 2022 press release of Pasofino) under the option agreement to cause HB PLC to sell to ARX Resources Limited (“ARX”), a wholly owned subsidiary of Pasofino, HB PLC’s 51% interest in the issued and outstanding shares of Hummingbird Resources (Liberia) Inc. (“HBL”), all shareholder loans made by HB PLC to HBL and all sums owed in consideration for services provided by HB PLC to HBL to Pasofino in order for Pasofino to become owner of 100% of the Dugbe Gold Project (prior to giving effect to the 10% carried interest of the Government of Liberia) (the “Project Consolidation”). As consideration for the Project Consolidation, Pasofino issued to HB PLC 54,027,783 common shares in the capital of the Company resulting in HB PLC holding a 51% shareholding interest in Pasofino and therefore becoming a “control person” of Pasofino as defined by the policies of the TSXV.
To effect the Project Consolidation, HB PLC, Pasofino and ARX entered into a share exchange agreement and an investor rights agreement, both effective December 8, 2023 (the “Consolidation Agreements”).
Pursuant to the Consolidation Agreements, HB PLC has appointed to the board of directors of Pasofino, Thomas Hill and Dan Betts and Pasofino has appointed Stephen Dattels. These directors will serve on the Board effective December 11, 2023 until they seek re-election at the next annual meeting of Pasofino’s shareholders.
Darryl Levitt, Krisztian Toth and Daniel Limpitlaw have resigned as directors of Pasofino, also effective December 11, 2023. Pasofino thanks Messers. Levitt, Toth and Limpitlaw for their contributions to the Board and wishes them the best in their future endeavours. Management of Pasofino will remain unchanged.
The Board is currently comprised of Dan Betts (as non-executive chairman), Stephen Dattels (as non-executive deputy chairman), Thomas Hill (as a non-executive director) and Savaş Sahin and Robert Metcalfe. Ian Stalker will continue to be the lead Advisor for Pasofino as he was responsible for the completion of Pasofino’s exploration programme and Feasibility Study.
Ian Stalker commented that “with Pasofino now owning a net 90% interest in the Dugbe Gold Project the Company is in a position to progress with the development of the Project. In addition, while its strategic process was paused pending the acquisition of the 51% interest it will now continue given interest expressed during the process.”
“The reconstituted board of Pasofino will be evaluating a new drill programme to extend the Tuzon mineralization along with possible additional exploration targets previously evaluated. It also intends to optimize the Feasibility Study which was completed during COVID with challenges incurred during that time.”
Dan Betts, Hummingbird’s CEO and Interim Executive Chairman commented that “with a more simplified ownership structure in place, this will provide clear visibility and control to facilitate more efficient decision-making and project development to drive the material value the Dugbe Gold Project represents to all stakeholders.”
The 2,302 km2 Dugbe Gold Project is in southern Liberia and situated within the southwestern corner of the Birimian Supergroup which is host to most West African gold deposits. To date, two deposits have been identified on the Dugbe Gold Project: Dugbe F and Tuzon discovered by Hummingbird entities in 2009 and 2011 respectively. The 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 significant amount of exploration in the area was conducted by Hummingbird up until 2012 including 74,497 metres of diamond coring. Pasofino drilled an additional 14,584 metres at Tuzon and Dugbe F during 2021. Both deposits have Mineral Resource Estimates dated November 17, 2021, totalling 3.3 Moz gold in the Measured plus Indicated categories, with an average grade of 1.37 g/t Au using a 0.5 g/t cut-off grade, and an additional 0.6 Moz in Inferred. Following the completion of the Feasibility Study in June 2022 a Mineral Reserve Estimate was declared, based on the open-pit mining of both deposits over a 14-year Life of Mine.
