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Toronto, Ontario--(Newsfile Corp. - March 7, 2025) - Further to the press release issued by Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) ("Pasofino" or the "Company") on March 3, 2025, Pasofino advises that, effective today, Mr. Dan Betts and Mr. Tom Hill (two of the nominees of Hummingbird Resources PLC ("Hummingbird") on the board of directors of Pasofino (the "Board")) have resigned from the Board of Pasofino. The Board wishes to thank each of Mr. Betts and Mr. Hill for their service to Pasofino.
In addition, Pasofino Gold Limited hereby alerts the market that the acquisition by Nioko Resources Corporation ("Nioko") of control of Hummingbird (the "Acquisition") pursuant to the exercise of a subscription option that was completed on January 7, 2025 triggered the right of APG AUS NO 5 PTY LTD (the "Royalty Holder") to terminate (the "Termination Right") the Amended and Restated Net Smelter Returns Royalty Deed between the Royalty Holder (as the holder of the royalty and the royalty payee), Hummingbird (as guarantor), ARX Resources Limited ("ARX"), a subsidiary of Pasofino (as guarantor) and Hummingbird Resources Liberia ("Pasofino Liberia"), a subsidiary of ARX and an indirect subsidiary of Pasofino (as royalty payor) (the "NSR Royalty").
The Acquisition triggered the Termination Right of the Royalty Holder and triggered an obligation on the part of Hummingbird to provide notice (in accordance with the terms of the NSR Royalty) to the Royalty Holder of the Acquisition (the "Notice").
In accordance with the terms of the NSR Royalty, Hummingbird is required to provide notice (the "Notice") to the Royalty Holder of the Acquisition. The Royalty Holder has a period of six (6) months from receiving the Notice to elect to terminate the NSR Royalty. If the Royalty Holder terminates the Royalty, Pasofino Liberia is required to pay the Royalty Holder US$15,000,000 (the "Termination Fee") within a period of 9 months. Hummingbird and ARX are jointly and severally liable to the Royalty Holder for payment of this amount.
None of Pasofino, ARX or Pasofino Liberia has received a copy of the Notice. Pasofino has requested that Nioko confirm that the Notice was provided to the Royalty Holder and to provide all correspondence with the Royalty Holder in connection with the Notice. It is Pasofino's expectation that Nioko or Hummingbird will pay the Termination Fee to the Royalty Holder as it was their unilateral action that triggered the Termination Right, however there can be no assurance that Hummingbird or Nioko will pay such amount.