Vancouver, B.C., May 23, 2014 - Panoro Minerals Ltd. (TSXV: PML, Lima: PML, Frankfurt: PZM) ("Panoro", the "Company") announces that its board of directors (the "Board") has approved amendments to the Company's by-laws to include an advance notice provision (the "Provision") which requires advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) the requisition of a meeting, or (ii) a shareholder proposal, both made pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Act"). Among other things, the Provision fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company.

In the case of an annual meeting of shareholders, notice to the Company must be provided not less than 30 days nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is called for a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be provided no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Company believes that adopting the Provision is considered to be good corporate governance. The Provision provides a clear process for shareholders to follow for director nominations and sets out a reasonable time frame for nominee submissions and the provision of accompanying information.

The purpose of the Provision is to treat all shareholders fairly by ensuring that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Provision should assist in facilitating an orderly and efficient meeting process.

The amended by-laws, which include the Provision, are effective as of the date they were approved by the Board of Directors, being May 23, 2014. In accordance with the Act, the amendments to the Company's bylaws are subject to confirmation by shareholders at its next annual meeting of shareholders.

A copy of the Provision, will be available under the Company's profile on SEDAR at www.sedar.com.

About Panoro

Panoro is advancing its significant portfolio of copper and gold projects in the key Andahuaylas-Yauri belt in south central Peru, including its advanced stage Cotabambas Copper-Gold-Silver-Molybdenum and Antilla Copper-Molybdenum Projects.

Since 2007, the company has completed over 70,000 m of exploration drilling at these two key projects leading to the delineation of mineral resources in late 2013 of:

Panoro continues its exploration and drilling at the Cotabambas project while a Preliminary Economic Assessment (PEA) is underway by AMEC Americas Ltd. The PEA is due for completion in mid 2014. The already significant resource, together with significant geologic potential demonstrate the potential for a large scale open pit mine at the project. To date exploration at the Cotabambas Project has focused on the Ccalla and Azulccaca deposits. However, at least eight other porphyry and skarn target zones have been identified within the company's Cotabambas mineral concession blocks. Drilling at these targets is planned.

A PEA for the Antilla Project is also planned for completion in mid 2014. The moderate scale of the resource at the Antilla Project together with strong infrastructure in the area may result in a moderate capital cost development plan for the project.

In addition to the Cotabambas and Antilla Projects, Panoro's portfolio includes more than 10 earlier stage projects in primarily the same region of south central Peru. Peru's national objective of doubling copper production together with the development of the many copper projects in the region, together with the private and public investments into rail, road, power generation and transmission and port infrastructure are leading to the rapid growth of an important global center for copper production where Panoro's large portfolio is situated.

This region contains a number of important copper and copper/gold deposits including the Las Bambas Project, recently acquired by a consortium led by China's Minmetals for $5.85 Billion, GlencoreXstrata's Tintaya Copper Mine and the Antapaccay copper project which was completed with an investment of US$1.5 billion. The region also includes First Quantum Minerals' Haquira Copper Project, HudBay Minerals' Constancia Copper Project, Southern Copper's Los Chancas Copper Project and Buenaventura's Trapiche Project. Hudbay's Constancia project is currently in construction with start-up planned for 2014.

Panoro is very well positioned to advance exploration at the Antilla and Cotabambas Projects. The Company has $6 million in cash, which will allow completion of additional drilling and preliminary economic assessments as both projects move towards feasibility studies.

Luis Vela, a P. Geo Qualified Person under National Instrument 43-101, has reviewed and approved the scientific and technical information in this press release.

On behalf of the Board of Panoro Minerals Ltd.

Luquman A. Shaheen, M.B.A., P.Eng., P.E.
President & CEO

FOR FURTHER INFORMATION, CONTACT:

This release was prepared by management of the Company who takes full responsibility for its contents. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.