Panoro Minerals Ltd. (TSX-V:PML) (BVL: PML) (FSE: PZM) (OTCQB: POROF) is pleased to announce the closing of its previously announced “best efforts” private placement for gross proceeds of approximately C$21,000,000 from the sale of 22,105,263 common shares of the Company at a price of C$0.95 per Share. 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.  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, 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 Shares were also offered for sale on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securit ies 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 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 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 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. 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.

About Panoro

Panoro is a Canadian mineral exploration company focused on advancing its 100% owned Cotabambas Copper, Gold and Silver Project, located in the Apurimac regions in southern Peru.

The current mineral resource estimate¹ for the Cotabambas deposit (AGP, 2024) comprises the following:

• Indicated Mineral Resources of 507.3 million tonnes grading 0.33% copper, 0.20 g/t gold, 2.42 g/t silver, and 0.0021% molybdenum, with a copper equivalent grade of 0.43% CuEq; and
• Inferred Mineral Resources of 496.0 million tonnes grading 0.27% copper, 0.17 g/t gold, 2.53 g/t silver, and 0.0027% molybdenum, with a copper equivalent grade of 0.36% CuEq.

Within this re source is a higher-grade component comprising Indicated Mineral Resource totals of 129.0 million tonnes grading 0.70% Cu, 0.44 g/t Au, 4.12 g/t Ag (1.29% CuEq², or 1.07 g/t AuEq²) containing approximately 2.0 billion pounds of copper, 1.8 million ounces of gold, and 17.1 million ounces of silver. Copper represents approximately 54% of the contained metal value, followed by gold at 41% and silver at 5%.

In addition, the Inferred Mineral Resource contains a higher-grade component of an estimated at 93.1 million tonnes grading 0.59% Cu, 0.41 g/t Au, 5.31 g/t Ag (1.17% CuEq2, or 0.97 g/t AuEq2) containing approximately 1.2 billion pounds of copper, 1.2 million ounces of gold, and 15.9 million ounces of silver. Within the Inferred category, copper accounts for approximately 51% of the contained metal value, gold 42%, and silver 7%.

Additional information regarding the Cotabambas Project can be found in the technical re port dated February 26, 2024 (effective date November 20, 2023) titled “Technical Report on the Cotabambas Copper Gold Project, Panoro Minerals Limited, Apurimac, Peru” and prepared by Paul Daigle, P.Geo., Oscar Retto, MinEng and Neil Lincoln, P.Eng. of AGP Mining Consultants Inc. which is available on SEDAR+ at www.sedarplus.ca.

¹Note: CuEq (copper equivalent) grades are set out in the Technical Report using metal prices of: US$4.25/lb Copper, US$1,850/ oz Au; US$23.00/ oz Ag and $US20.00/lb Mo.

²Note: Copper Equivalent (“CuEq”) and Gold Equivalent (“AuEq”) grades are estimated at $US4.63/lb copper, $US3,813/oz gold and $46.89/oz silver.

Qualified Person

The scientific and technical information in this news release has been reviewed and approved by Luis Vela, P.Geo., Vice President, Exploration, a “Qualified Person” under NI 43-101.