PML Panoro Minerals Ltd

Panoro Minerals Ltd. (TSXV: PML, Lima: PML, Frankfurt: PZM) and its wholly-owned subsidiary, Panoro Trading (Cayman) Ltd. (“Panoro” or the “Company”) are pleased to announce that they have received the eleventh Early Deposit payment of US$750,000 as part of the Precious Metals Purchase Agreement (the “Cotabambas Early Deposit Agreement”) with Wheaton Precious Metals International Ltd. (“WPMI”), a wholly owned subsidiary of Wheaton Precious Metals Corp. (TSX:WPM) (NYSE:WPM), in respect of the Cotabambas project located in Peru.

The principal terms of the Cotabambas Early Deposit Agreement are as described in the Company’s press release on March 21, 2016, whereby WPMI will pay Panoro upfront cash payments totalling US$140 million for 25% of the payable gold production and 100% of the payable silver production from the Company’s Cotabambas Project in Peru. In addition, WPMI will make production payments to Panoro of the lesser of the market price and US$450 per payable ounce of gold and US$5.90 per payable ounce of silver delivered to WPMI over the life of the Cotabambas Project.

Panoro is entitled to receive US$14 million spread over a period of up to 9 years as an early deposit with payments to be used to fund corporate expenses related to the Cotabambas Project. The balance of the US$126 million, should WPMI elect to proceed with the Cotabambas Early Deposit Agreement, is payable in instalments during construction of the Cotabambas Project.

Together with this payment, the total advanced to date is US$10.0 million, including the accelerated tranche of US$2.0 million received in December 2016.

Issuance of common shares

The Company also announces that, pursuant to the amended employment agreement (“Amendment Agreement”) between the Company and the Company’s Chief Executive Officer, which defines a portion of his remuneration to be satisfied by the issuance of common shares of the Company on a quarterly basis, until December 31, 2020. Pursuant to the terms of the Amendment Agreement, 132,133 common shares will be issued at a deemed price of $0.133, in consideration of certain services provided to the Company for the quarterly period from June 1, 2020 to August 31, 2020, using the volume weighted average closing price of the Company’s shares for each of the trading days in the three month period immediately preceding the end of each such quarterly period. The shares are subject to a four-month hold period and may not be traded until January 19, 2021.  The deemed price of the common shares to be issued for future quarterly periods will be determined after the end of each quarterly period, subject to Exchange approval, as such services are provided to the Company, and will also be subject to a four-month hold period.

About Panoro

Panoro is a uniquely positioned Peru focused copper exploration and development company. The Company is advancing its flagship project, Cotabambas Copper-Gold-Silver Project and its Antilla Copper-Molybdenum Projects located in the strategically important area of southern Peru.

Panoro has completed strategic partnerships at four of its projects:

1. Precious Metals Purchase Agreement with Wheaton Precious Metals at the Cotabambas Project;
2. Joint Venture with JOGMEC at the Humamantata Project;
3. Sale to Hudbay Minerals of the Kusiorcco Project for cash and NSR royalty; and
4. Sale to Mintania of the Cochasayhuas Project for cash and NSR royalty.

These partnerships would provide, if all received, US$ 15.5 million of funding to Panoro from 2020 to 2024, not including the potential NSR royalties from the Kusiorcco and Cochasayhuas Projects.

At the Cotabambas Project, the Company is focused on delineating the growth potential while optimizing the project economics. Exploration and step-out drilling from 2017, 2018 and 2019 has identified the potential for both oxide and sulphide resource growth.

Summary of Cotabambas and Antilla Project Resources

Project	ResourceClassification	MillionTonnes	Cu (%)	Au (g/t)	Ag (g/t)	Mo (%)	CuEq%
Cotabambas Cu/Au/Ag	Indicated	117.1	0.42	0.23	2.74	0.001	0.59
	Inferred	605.3	0.31	0.17	2.33	0.002	0.44
	@ 0.20% CuEq cutoff, effective October 2013, Tetratech
Antilla Cu/Mo	Indicated	291.8	0.34	-	-	0.01	0.38
	Inferred	90.5	0.26	-	-	0.007	0.29
	@ 0.175% CuEq cutoff, effective May 2016, Tetratech

Preliminary Economic Assessments (PEA) have been completed for both the Cotabambas and Antilla Projects, the key results are summarized below.

Summary of Cotabambas and Antilla Project PEA Results

Key Project Parameters			Cotabambas Cu/Au/Ag Project1	Antilla Cu Project2
Process Feed, life of mine		million tonnes	483.1	118.7
Process Feed, daily		Tonnes	80,000	20,000
Strip Ratio, life of mine			1.25 : 1	1.38 : 1
Before Tax1	NPV7.5%	million USD	1,053	520
	IRR	%	20.4	34.7
	Payback	years	3.2	2.6
After Tax1	NPV7.5%	million USD	684	305
	IRR	%	16.7	25.9
	Payback	years	3.6	3.0
Annual Average Payable Metals	Cu	thousand tonnes	70.5	21.0
	Au	thousand ounces	95.1	-
	Ag	thousand ounces	1,018.4	-
	Mo	thousand tonnes	-	-
Initial Capital Cost		million USD	1,530	250
Project economics estimated at commodity prices of; Cu = US$3.00/lb, Au = US$1,250/oz, Ag = US$18.50/oz, Mo = US$12/lb Project economics estimated at long term commodity price of Cu = US$3.05/lb and Short term commodity price of Cu = US$3.20, US$3.15 and US$3.10 for Years 1, 2 and 3 of operations, respectively.

The PEAs are considered preliminary in nature and include Inferred Mineral Resources that are considered too speculative to have the economic considerations applied that would enable classification as Mineral Reserves. There is no certainty that the conclusions within the updated PEA will be realized. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

Luis Vela, a Qualified Person under National Instrument 43-101, has reviewed and approved the scientific and technical information in this press release.

On behalf of the Board of Panoro Minerals Ltd.

Luquman Shaheen. M.B.A., P.Eng, P.E.President & CEO

FOR FURTHER INFORMATION, CONTACT:

Panoro Minerals Ltd.Luquman Shaheen, President & CEOPhone: 604.684.4246       Fax: 604.684.4200Email: info@panoro.com Web: www.panoro.com

CAUTION REGARDING FORWARD LOOKING STATEMENTS: Information and statements contained in this news release that are not historical facts are “forward-looking information” within the meaning of applicable Canadian securities legislation and involve risks and uncertainties.  

Examples of forward-looking information and statements contained in this news release include information and statements with respect to:

• acceleration of payments by Wheaton Metals to match third party financing by Panoro targeted for exploration at the Cotabambas Project;
• payment by Wheaton Metals of US$140 million in installments;
• Panoro weathering the current depressed equity and commodity markets, minimizing dilution to existing shareholders and making targeted investments into exploration at the Cotabambas Project;
• mineral resource estimates and assumptions;
• the PEA, including, but not limited to, base case parameters and assumptions, forecasts of net present value, internal rate of return and payback; and
• copper concentrate grade from the Cotabambas Project.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. In some instances, material assumptions and factors are presented or discussed in this news release in connection with the statements or disclosure containing the forward-looking information and statements. You are cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to, assumptions concerning: metal prices and by-product credits; cut-off grades; short and long term power prices; processing recovery rates; mine plans and production scheduling; process and infrastructure design and implementation; accuracy of the estimation of operating and capital costs; applicable tax and royalty rates; open-pit design; accuracy of mineral reserve and resource estimates and reserve and resource modeling; reliability of sampling and assay data; representativeness of mineralization; accuracy of metallurgical test work; and amenability of upgrading and blending mineralization.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements, including, without limitation:

• risks relating to metal price fluctuations;
• risks relating to estimates of mineral resources, production, capital and operating costs, decommissioning or reclamation expenses, proving to be inaccurate;
• the inherent operational risks associated with mining and mineral exploration, development, mine construction and operating activities, many of which are beyond Panoro’s control;
• risks relating to Panoro’s ability to enforce Panoro’s legal rights under permits or licenses or risk that Panoro’s will become subject to litigation or arbitration that has an adverse outcome;
• risks relating to Panoro’s projects being in Peru, including political, economic and regulatory instability;
• risks relating to the uncertainty of applications to obtain, extend or renew licenses and permits;
• risks relating to potential challenges to Panoro’s right to explore and/or develop its projects;
• risks relating to mineral resource estimates being based on interpretations and assumptions which may result in less mineral production under actual circumstances;
• risks relating to Panoro’s operations being subject to environmental and remediation requirements, which may increase the cost of doing business and restrict Panoro’s operations;
• risks relating to being adversely affected by environmental, safety and regulatory risks, including increased regulatory burdens or delays and changes of law;
• risks relating to inadequate insurance or inability to obtain insurance;
• risks relating to the fact that Panoro’s properties are not yet in commercial production;
• risks relating to fluctuations in foreign currency exchange rates, interest rates and tax rates; and
• risks relating to Panoro’s ability to raise funding to continue its exploration, development and mining activities.

This list is not exhaustive of the factors that may affect the forward-looking information and statements contained in this news release. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information. The forward-looking information contained in this news release is based on beliefs, expectations and opinions as of the date of this news release. For the reasons set forth above, readers are cautioned not to place undue reliance on forward-looking information. Panoro does not undertake to update any forward-looking information and statements included herein, except in accordance with applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.