Pasofino Gold Announces Termination of Shareholder Rights Plan

Rhea-AI Summary

Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) announced the termination of its shareholder rights plan agreement with Computershare Investor Services Inc. The termination occurred on May 1, 2025, as the company failed to obtain the required shareholder approval within the six-month deadline from the plan's effective date. According to TSX Venture Exchange Policy 3.1, the Rights Plan needed majority approval from voting shareholders. As a result, all outstanding rights under the plan have ceased to represent any entitlements, including the right to acquire company common shares. All certificates, statements, or instruments previously evidencing these rights are now void and unenforceable.

Positive

• None.

Negative

• Failed to obtain required shareholder approval for the Rights Plan within the mandatory 6-month period
• Loss of potential shareholder protections that were intended under the Rights Plan

Toronto, Ontario--(Newsfile Corp. - May 1, 2025) - Pasofino Gold Limited (TSXV: VEIN) (OTCQB: EFRGF) (FSE: N07A) ("Pasofino" or the "Company") announces that its shareholder rights plan agreement between Pasofino and Computershare Investor Services Inc. (the "Rights Agent") dated November 1, 2024 (the "Rights Plan") and all of the outstanding rights issued under the Rights Plan (the "Rights") terminated today.

Pursuant to Policy 3.1 of the TSX Venture Exchange, and the terms of the Rights Plan, the Rights Plan must be approved by a majority of the votes cast by shareholders of the Company who vote in respect of such approval at a meeting of shareholders of the Company held within six (6) months of the effective date of the Rights Plan (being May 1, 2025) (the "Ratification Deadline"). Since such requisite shareholder approval was not obtained prior to the Ratification Deadline, the Rights Plan and all outstanding Rights terminated and are void and of no further force and effect as of the Ratification Deadline.

Accordingly, in accordance with the terms of the Rights Plan: (i) all Rights outstanding immediately prior to the Ratification Deadline have ceased to represent any right or entitlement under the Rights Plan including, without limitation, the right to acquire common shares of the Company; (ii) each holder of Rights immediately prior to the Ratification Deadline has ceased to be a holder of Rights and to have any rights or entitlements as a holder of Rights; (iii) any certificate, advice, statement, instrument, deposit or entry (whether physical, electronic or otherwise) which evidenced Rights immediately prior to the Ratification Deadline has ceased to represent a right or entitlement of any kind or nature under the Rights Plan or in relation to the Rights; and (iv) neither the Company nor the Rights Agent will register or otherwise give effect to any purported exercise, transfer or exchange of any Rights from or after the Ratification Deadline.

For further information concerning the Rights Plan, please refer to the Company's news release dated November 1, 2024.

ABOUT PASOFINO GOLD LTD.

Pasofino Gold Limited is a Canadian-based mineral exploration company listed on the TSXV (VEIN).

Pasofino, through its wholly owned subsidiary, owns 100% of the Dugbe Gold Project (prior to the issuance of the Government of Liberia's 10% carried interest).

For further information, please visit www.pasofinogold.com or contact:

Brett A. Richards,
Chief Executive Officer and Director
T: 905 449 1500
E: brett@brettrichards.org

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this 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 characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "indicate", "may", "will", "should" and other similar words or statements that certain events or conditions "could" or "might" occur. 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 risks outlined in the Company's most recent 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250380

FAQ

What happened to Pasofino Gold's (EFRGF) shareholder rights plan on May 1, 2025?

Pasofino Gold's shareholder rights plan was terminated on May 1, 2025, due to failure to obtain required shareholder approval within the six-month deadline.

Why did Pasofino Gold's (EFRGF) rights plan terminate?

The rights plan terminated because the company failed to secure majority shareholder approval by the May 1, 2025 deadline, as required by TSX Venture Exchange Policy 3.1.

What are the implications of Pasofino Gold's (EFRGF) rights plan termination?

All outstanding rights have ceased to represent any entitlements, including rights to acquire common shares. All certificates and instruments evidencing these rights are now void and unenforceable.

When was Pasofino Gold's (EFRGF) original rights plan established?

The original shareholder rights plan agreement was established on November 1, 2024, between Pasofino Gold and Computershare Investor Services Inc.