NOT FOR DISTRIBUTION TO US NEWS SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES.
VANCOUVER, British Columbia, Nov. 21, 2025 (GLOBE NEWSWIRE) — Panoro Minerals Ltd. (“Panorama” or “Company“) (TSX.V: PML) is pleased to announce the closing of the first tranche (“First tranche“) previously announced private placement “with our best efforts” (“Offer“) with gross proceeds of C$2,918,200 from the sale of 7,295,500 units to the Company (each “Unit“) priced at C$0.40 per unit (“Offer priceRed Cloud Securities Inc. is acting as lead agent and sole bookrunner and Cormark Securities Inc. acts as a co-agent (together “Agents“) in connection with the Offer.
Each Unit consists of one ordinary share of the Company (each “Ordinary share“) and one warrant to purchase a common share (each, “OrderEach warrant entitles the holder thereof to purchase one share of Common Share (“Share warrant“) at a price of C$0.60 at any time no later than November 21, 2028.
The Company intends to use the net proceeds from the Offering for infill drilling, metallurgical testing, a pre-feasibility study and completion of an updated preliminary economic assessment (“PEA“) for the Cotabambas Copper-Gold-Silver project (“Project Cotabambas“), as well as working capital and general corporate purposes.
In accordance with National Document 45-106 – Exceptions from the prospectus (“IS 45-106“), the Units were issued to Canadian purchasers pursuant to the listed issuer's financing exemption pursuant to Part 5A of NI 45-106, as amended by Coordinated General Order 45-935 – Exemptions from certain conditions of a listed issuer's exemption from financing (“Exemption from financing of a listed issuer“). The common shares and warrants underlying the Units and the warrants underlying the warrants, upon exercise, will immediately become publicly traded under applicable Canadian securities laws.
As compensation for their services under the First Tranche, the Agents received a cash commission equal to 6.0% of the gross proceeds from the sale of Units under the First Tranche and non-transferable common share purchase warrants to purchase such number of Common Shares equal to 6.0% of the number of Units sold under the First Tranche (“Brokerage warrants“). Each brokerage warrant is exercisable into one share of Common Stock at the offering price at any time on or before November 21, 2028.
There is an amended and restated offering document dated November 12, 2025 (“Offer document“) in connection with the Offer, which can be accessed through the Company's profile at www.sedarplus.ca and on the Company's website at www.panoro.com.
The closing of the final tranche of the Offering is expected to occur on or about November 28, 2025. Closing of the Offering remains subject to the final approval of the TSX Venture Exchange (“TSHV“).
The securities offered in the Offering have not been and will not be registered in the United States. Securities Act of 1933.as amended (“US Securities Law“) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor is there any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Panoro
Panoro remains focused on completing its technical objectives, including design optimization studies that will feed into the PEA and help define the scope of the pre-feasibility study for the Cotabambas project.
At the corporate level, in parallel with the achievement of technical goals, Panoro is involved in early-stage discussions of potential strategic alternatives with several parties to advance the Cotabambas project towards construction and operation.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: The information and statements contained in this press release that are not historical facts are “forward-looking information” within the meaning of applicable Canadian securities laws and involve risks and uncertainties.
Examples of forward-looking information and statements contained in this press release include information and statements regarding:
- closing statements for the Offering;
- closing date of the Offer;
- the intended use of proceeds from the Offering;
- regulatory approval of the Offering;
- mineral resource estimates and assumptions;
- fulfillment of its technical tasks, including PEA; And
- the Company's plans and expectations regarding the Cotabambas project.
Various assumptions or factors are typically applied in drawing conclusions or making the projections or projections set forth in the forward-looking information. In some cases, material assumptions and factors are presented or discussed in this press release in connection with statements or disclosures that contain forward-looking information and statements. You are cautioned that the following list of material factors and assumptions is not exhaustive. Factors and assumptions include, but are not limited to, assumptions relating to: the closing of the final tranche of the Offering, the Company's receipt of final approval in respect of the Offering from the TSXV; The Company will use the net proceeds from the Offering as anticipated; metal prices and by-product credits; on-board assessments; short-term and long-term electricity prices; processing recovery speed; mine plans and production planning; design and implementation of processes and infrastructure; accuracy of operating and capital cost estimates; applicable tax and royalty rates; open project; accuracy of mineral reserve and resource estimates and reserve and resource modeling; reliability of sampling and analysis data; representativeness of mineralization; accuracy of metallurgical tests; and the ability to improve and mix mineralization.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that may cause actual events or results to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to:
- the risk that the Company will not use the proceeds of the Offering as currently expected;
- risks associated with closing the final tranche of the Placement;
- risks associated with failure to obtain regulatory approval of the Offering;
- risks associated with changes in metal prices;
- risks associated with unreliable estimates of mineral reserves, production, capital and operating costs, decommissioning or reclamation costs;
- inherent operating risks associated with mining, exploration, development, mine construction and operations, many of which are beyond Panoro's control;
- risks related to the ability of Panoro or its partners to enforce legal rights under permits or licenses, or the risk that Panoro or its partners will be subject to litigation or arbitration with an unfavorable outcome;
- risks associated with Panoro or its partners' projects located in Peru, including political, economic and regulatory instability;
- risks associated with uncertainties in applications for, renewals or renewals of licenses and permits;
- risks associated with potential challenges to Panoro's or its partners' rights to explore or develop projects;
- risks associated with mineral resource estimates based on interpretations and assumptions that may result in lower mineral production under actual circumstances;
- risks associated with Panoro's or its partners' operations being subject to environmental and remediation regulations, which could increase the cost of doing business and limit operations;
- risks associated with adverse impacts from environmental, safety and regulatory risks, including increased regulatory burdens or delays and changes in legislation;
- risks associated with under-insurance or inability to obtain insurance;
- risks associated with the fact that Panoro and its partners' properties are not yet in commercial production;
- risks associated with fluctuations in foreign currency exchange rates, interest rates and tax rates;
- risks associated with Panoro's ability to obtain financing to continue its exploration, development and mining activities; And
- counterparty risk under Panoro contracts.
This list is not exhaustive and includes factors that could affect the forward-looking information and statements contained in this press release. If one or more of these risks and uncertainties materialize or if underlying assumptions prove incorrect, actual results could differ materially from those described in the forward-looking information. The forward-looking information contained in this press release is based on the beliefs, expectations and opinions as of the date of this press 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 or statements included herein except as required by 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.
SOURCE Panoro Minerals Ltd.
FOR MORE INFORMATION CONTACT:
Panoro Minerals Ltd.,
Lukuman Sahin, President and CEO,
Phone: 604-684-4246
E-mail: [email protected]Website: www.panoro.com
