VEIN Pasofino Gold Limited

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.

VANCOUVER, BC, Aug. 21, 2020 /CNW/ - Pasofino Gold Limited. (TSXV: VEIN) (FSE: N071) ("Pasofino" or the "Company") is pleased to announce that it has entered into an agreement with Stifel GMP, on its own behalf and on behalf of syndicate of underwriters (together with Stifel GMP, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis 33,400,000 special warrants of the Company (the "Special Warrants") at a price of C$0.30 per Special Warrant (the "Offering Price") for aggregate gross proceeds to the Company of C$10,020,000 (the "Offering").

Each Special Warrant shall be issued under a special warrant indenture and shall entitle the holder thereof to receive, without payment of additional consideration, one (1) unit of the Company (each a "Unit").

Each Unit shall consist of one (1) common share of the Company (a "Unit Share") and one-half (0.5) of one common share purchase warrant (each whole common share purchase warrant, a "Warrant").  Each Warrant will entitle the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of $0.40 for a period of 12 months following the Closing Date (as defined below).

The Special Warrants shall be deemed exercised on behalf of, and without any required action on the part of, the holders (including payment of additional consideration) on the earlier of:

(i) the second business day following the date on which a final receipt is obtained from the British Columbia Securities Commission, as principal regulator on behalf of the securities regulatory authorities in each of the Qualifying Jurisdictions (as defined herein), for a (final) short form prospectus qualifying for distribution the Unit Shares and Warrants underlying the Special Warrants (the "Qualification Date"); and

(ii) 4:59 p.m. (Vancouver time) on the date which is four months and a day following the Closing Date.

In the event the Qualification Date has not occurred on or before the date that is three (3) months following the Closing Date, each Special Warrant shall thereafter entitle the holder to receive, upon the exercise or deemed exercise of each Special Warrant, for no additional consideration, 1.1. Units.

The Company plans to use the net proceeds from the Offering to fund exploration and development work at the Dugbe gold Project in Liberia in connection with the earn-in arrangement with Hummingbird Resources PLC for a 49% interest and for working capital and general corporate purposes.

The Special Warrants will be offered on a private placement basis in all provinces of Canada, except Québec (the "Qualifying Jurisdictions"). The Special Warrants will also be offered in the United States on a private placement basis pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "1933 Act"), and in such other jurisdictions outside of Canada and the United States, as mutually agreed by the Company and the Underwriters, in each case in accordance with all applicable laws.

The Offering is scheduled to close on or about September 10, 2020 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and application state securities laws.

About Pasofino Gold Limited

Pasofino Gold Ltd. Is a Canadian-based mineral exploration company. For further information, please visit www.pasofinogold.com

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 press release.

Cautionary Statements Regarding Forward-Looking Statements.

This news release contains "forward-looking statements" that are based on expectations, estimates, projections and interpretations as at the date of this news release. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "seek", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the timing and completion of the Offering, the use of proceeds of the Offering, the expected timing for obtaining a Final Receipt and receipt of all requisite regulatory approvals, the ability to raise the funds to finance its ongoing business activities including the acquisition of mineral projects and the exploration and development of its projects. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors may include, but are not limited to, the ability to successfully complete the Offering, the ability to obtain all requisite regulatory approvals including the approval of the TSX Venture Exchange and those of the securities regulatory authorities in respect of a (final) short form prospectus, the ability to apply the proceeds as intended, the results of exploration activities; the ability of the Company to complete further exploration activities; the ability of the Company to complete transactions on terms announced; timing and availability of external financing on acceptable terms and those risk factors outlined in the Company's Management Discussion and Analysis as filed on SEDAR. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

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SOURCE Pasofino Gold Limited