Dynacor Group Inc. — Capital/Financing Update 2021

May 6, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

PASOFINO GOLD LIMITED 366 Bay Street, Suite 200 Toronto, ON M5H 4B2

Item 2 Date of Material Change

May 6, 2021.

Item 3 News Release

The Company issued a news release via Newsfile Corp. on May 6, 2021.

Item 4 Summary of Material Change

The Company has closed its marketed "best efforts" offering of common shares for aggregate gross proceeds of $9,000,005.

Item 5 Full Description of Material Change

On May 6, 2021, Pasofino Gold Limited (" Pasofino " or the " Company ") is pleased to announce that it has completed its previously announced marketed public offering (the " Offering ") of common shares in the capital of the Company (the " Offered Shares "), raising aggregate gross proceeds of $9,000,005. The Offering was conducted on a best-efforts agency basis by Stifel GMP as sole agent and bookrunner (the " Agent "). Pursuant to the Offering, the Company issued 128,571,500 Offered Shares at a price of $0.07 per Offered Share (the " Issue Price ").

The Company plans to use the net proceeds from the Offering to fund exploration and development work at the Dugbe Gold Project in Liberia in connection with the earn-in arrangement with Hummingbird Resources PLC and for working capital and general corporate purposes, as further described in the final short form prospectus of the Company dated April 28, 2021.

As consideration for its services in connection with the Offering, the Agent received (i) a cash commission equal to 7% of the gross proceeds from the sale of the Offered Shares, and (ii) non-transferable broker warrants (the " Broker Warrants ") as is equal to 7% of the aggregate number of Offered Shares sold pursuant to the Offering, with each Broker Warrant exercisable to purchase one common share in the capital of the Company at the Issue Price until November 6, 2022. Notwithstanding the foregoing, a reduced cash commission of 2% and a reduced number of Broker Warrants equal to 2% was paid in respect of sales to certain purchasers on the president's list.

Certain directors, and officers of the Company participated in the Offering as to 5,285,927 Offered Shares. As a result, the Offering constituted a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Offering was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities issued, nor the consideration provided therefor exceed 25% of the Company's market capitalization. The material change report was not filed more than 21 days prior to the closing of the Offering as the level of insider participation was not known at that time.

Item 6 Reliance of subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Ian Stalker, President & CEO T: (647) 496-7984 contact@pasofinogold.com

Item 9 Date of Report

May 6, 2021.