Esan Eczacibasi Endustriyel Hammaddeler Sanayi Ve T?caret Anonim ?irketi Enters Agreement to Acquire Common Shares of Pasofino Gold Limited

TORONTO, Dec. 6, 2021 /CNW/ - Esan Eczacibasi Endustriyel Hammaddeler Sanayi Ve T?caret Anonim ?irketi ("ESAN") announced today that it has entered into a subscription agreement (the "Subscription Agreement") with Pasofino Gold Limited (TSX-V: VEIN) ("Pasofino") pursuant to which ESAN has agreed to subscribe for 8,225,092 common shares ("Common Shares") of Pasofino in a non-brokered private placement (the "Private Placement") at a price of CAD$0.70/US$0.55 per Common Share for total consideration of approximately US$4.5 million. Closing is expected to occur in December, 2021 and is subject to certain conditions, including conditional listing approval of the TSX Venture Exchange. ESAN does not currently own any Common Shares. On closing of the Private Placement, ESAN will own 8,225,092 Common Shares, representing approximately 19.9% of the issued and outstanding Common Shares on a non-diluted basis.

Pursuant to the terms and conditions of the Subscription Agreement, ESAN is entitled to certain rights, provided ESAN maintains certain ownership thresholds in Pasofino, including: (i) the right to participate in future equity financings completed by Pasofino by way of private placement or prospectus offering, in order to maintain its pro rata ownership in Pasofino at the time of such financing; and (ii) the right  to nominate one person to the board of directors of Pasofino or the right to nominate a board observer. ESAN is acquiring the Common Shares for investment purposes.

The head office address of Pasofino is 366 Bay Street, Suite 200, Toronto, Ontario, M5H 4B2. The head office address of ESAN is Girne, Nehir Sk. No:1-3, 34852 Maltepe/?stanbul Turkey.

This news release is issued pursuant to National Instrument 62-103 ? The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which Pasofino is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will be available under Pasofino's profile at www.sedar.com  or may be obtained by contacting Bülent Kozlu at +90 212 371 7352.

About ESAN

Established in 1978, Esan Eczac?bas? is the world's largest producer of sodium feldspar, Europe's leading producer of industrial minerals, and Turkey's foremost industrial mineral and metallic mineral producer and exporter.

ESAN's mission is to explore, process and add value to natural resources in a responsible manner towards people, the environment and the future of the world, and to offer these products globally. ESAN currently operates 40 quarries and nine processing plants that collectively produce 3.5 million tons of high-quality raw materials, including feldspar, quartz, kaolin, ball clay; 135,000 tons of zinc, lead concentrate, and, since 2020, copper concentrate and gold ingots.

Forward-Looking Statements

The information in this news release has been prepared as at December 6, 2021. Certain statements in this news release, referred to herein as "forward-looking statements", constitute "forward-looking information" under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as "expected", "will" or similar terms. Forward-looking statements in this news release include statements relating to the expected closing date of the Private Placement and ESAN's ownership interest in Pasofino upon closing of the private placement.

SOURCE Esan Eczacibasi Endustriyel Hammaddeler Sanayi Ve T?caret Anonim ?irketi