Panoro Minerals Ltd. Announces Brokered LIFE Offering for Gross Proceeds of up to C$5 Million

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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VANCOUVER, British Columbia, Oct. 29, 2025 (GLOBE NEWSWIRE) — Panoro Minerals Ltd. (“Panoro” or the “Company”) (TSX.V: PML), is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc., who has agreed to act as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the “Agents”), in connection with a “best efforts” private placement (the “Marketed Offering”) for the sale of up to 12,500,000 units of the Company (each, a “Unit”) at a price of C$0.40 per Unit (the “Offering Price”) for aggregate gross proceeds of up to C$5,000,000. Wheaton Precious Metals Corp., whose wholly owned subsidiary has previously entered into a precious metals purchase agreement with the Company in respect of the Cotabambas Project, had indicated to the Company, prior to settling the terms of the Marketed Offering, its intention to participate in the Company’s upcoming equity offering.

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Each Unit will consist of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of C$0.60 at any time on or before that date which is 36 months following the Closing Date (as herein defined).

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The Company also grants the Agents an option, exercisable in full or in part up to 48 hours prior to the closing of the Marketed Offering, to sell up to an additional 2,500,000 Units at the Offering Price for additional gross proceeds of up to C$1,000,000 (the “Agent’s Option”). The Marketed Offering and the securities issuable upon exercise of the Agent’s Option shall be collectively referred to as the “Offering” and the “Units” being offered and distributed as part of the Offering shall include those Units offered or distributed pursuant to the Agents’ Option.

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The Company intends to use the net proceeds of the Offering for infill drilling, metallurgical testing, pre-feasibility engineering and completion of an updated preliminary economic assessment (“PEA”) for the Cotabambas Copper-Gold-Silver project (the “Cotabambas Project”) as well as working capital and general corporate purposes.

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Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units will be offered for sale to purchasers resident in all of the provinces of Canada except Québec 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 Common Shares and Warrants underlying the Units, and the Warrant Shares underlying the Warrants, if exercised, are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).

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There is an offering document (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. Prospective investors should read this Offering Document before making an investment decision.