Panoro Minerals Ltd. Announces Closing of Upsized Brokered LIFE Offering for Gross Proceeds of C$21,000,
May 13, 2026
Vancouver, BC, May 13, 2026 - Panoro Minerals Ltd. (“Panoro” or the “Company”) (TSXV:PML) (BVL: PML) (FSE: PZM) (OTCQB: POROF) is pleased to announce the closing of its previously announced “best efforts” private placement (the “Offering”) for gross proceeds of approximately C$21,000,000 from the sale of 22,105,263 common shares of the Company (the “Shares”) at a price of C$0.95 per Share (the “Offering Price”). Clarus Securities Inc. acted as lead agent and sole bookrunner, on behalf of a syndicate of agents including Red Cloud Securities Inc., Agentis Capital Markets (First Nations Financial Markets Limited Partnership) and Raymond James Ltd. (together, the “Agents”) in connection with the Offering.
The Company intends to use the net proceeds of the Offering for exploration and development at the Cotabambas Copper-Gold-Silver Project in Peru and for general corporate and working capital purposes.
In accordance with National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), the Shares were issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The Shares were also offered for sale on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws, and in other offshore jurisdictions provided that no prospectus filing or comparable obligation arose. The Shares are not subject to a statutory hold period under applicable Canadian securities legislation, subject to compliance with the policies of the TSX Venture Exchange (the “TSXV”) with respect to issuances of Shares to insiders of the Company.
As consideration for their services in the Offering, the Agents received a cash commission of approximately $1,260,000, such amount being equal to 6.0% of the gross proceeds from the sale of the Shares under the Offering and 1,326,315 non-transferable compensation options (the “Compensation Options”), such amount being equal to 6.0% of the number of Shares sold under the Offering. Each Compensation Option is exercisable into one Share at a price of C$1.00 per Share at any time on or before May 13, 2027.
There is an amended and restated offering document dated May 4, 2026 (the “Offering Document”) related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at: www.panoro.com.
The Offering remains subject to the final approval of the TSXV.
Certain directors or officers of the Company participated in the Offering for gross proceeds of approximately $271,000. Participation by these directors or officers in the Offering constitutes a related party transaction as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of the Common Shares to certain directors and officers of the Company under the Offering is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to subsection 5.5(b) of MI 61-101 as the Common Shares are listed on the TSXV. The issuance of Common Shares to certain directors and officers of the Company under the Offering is also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to subsection 5.7(1)(b) of MI 61-101 as the fair market value of the securities issued to such directors and officers of the Company was less than $2,500,000.
The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold 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 news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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panoro.com/en/news/2026/...ng-for-gross-proceeds-of-c-21-000/
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