Pasofino Gold Limited (TSXV: VEIN) has agreed to be acquired by Mansa Resources in a C$141.6M fully diluted, all‑cash transaction that will see the company taken private.
Mansa, through its wholly owned subsidiary 1574136 B.C. Ltd., will purchase all Pasofino shares it does not already own for C$0.90 per share under a court‑approved plan of arrangement. The offer represents a 23% premium to Pasofino’s last closing price on 23 January 2026, and a 47% and 59% premium to the 20‑day and 90‑day VWAPs respectively.
Board unanimously supports transaction
Pasofino formed a special committee of independent directors to evaluate the proposal, advised by independent legal and financial advisers. The committee unanimously recommended the deal, and the board—excluding interested directors—has endorsed the transaction and is urging securityholders to vote in favour.
The committee concluded that the offer provides superior value compared with other strategic alternatives, noting:
- a significant premium to market
- the failure of prior sale processes, including a strategic review that ended in April 2025
- limited near‑term options following a December 2025 notice of default from the Government of Liberia regarding the company’s Mineral Development Agreement
The all‑cash nature of the deal was also cited as offering “certainty of value and immediate liquidity” to shareholders.
Mansa provides US$10M interim financing
Alongside the arrangement agreement, Mansa has extended a promissory note of up to US$10M at 12% interest to support Pasofino’s working capital needs while the transaction advances.
Strong shareholder support
Mansa already holds 76.8M Pasofino shares (51%). Directors, senior executives, and other shareholders representing a further 39.9M shares (25%) have signed voting support agreements. In total, holders of approximately 76% of outstanding shares have agreed to support the takeover.
Stifel Canada has delivered a fairness opinion to the special committee, concluding that the consideration is fair from a financial standpoint.
Terms, conditions, and next steps
The transaction is not subject to a financing condition and includes customary closing terms. It also allows Pasofino to respond to unsolicited superior proposals, subject to matching rights in favour of the purchaser. A C$1.70M termination fee applies in limited circumstances, while Mansa has agreed to reimburse up to C$3.25M of Pasofino’s costs if the agreement is terminated under certain conditions.
A special meeting of securityholders is expected in March 2026, with materials to be mailed in February. Approval will require:
- two‑thirds of votes cast by shareholders
- two‑thirds of votes cast by all securityholders voting as a single class
- a simple majority of votes cast by minority shareholders, excluding interested parties, under MI 61‑101
Upon closing—anticipated in Q1 2026—the shares will be delisted from the TSXV, and Pasofino will apply to cease to be a reporting issuer in Canada.
Further details will be included in the upcoming management information circular to be filed on SEDAR+.
To learn more about this, please visit https://www.pasofinogold.com/
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