FINANCING OPPORTUNITY Pangolin Diamonds Corp. (TSXV: PAN) Raise of up to $500,000

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1 FINANCING OPPORTUNITY Pangolin Diamonds Corp. (TSXV: PAN) Raise of up to $500,000 The Offering: Up to 10,000,000 Units Units are priced at $0.05 per Unit Each Unit consists of one common share and one share purchase warrant Each warrant is exercisable for an additional common share at $0.05 per share for sixty (60) months from closing Minimum order: $5,000 Available to accredited investors Securities issued under this Offering are subject to a resale restriction. You may never be able to resell the securities Use of Proceeds (assuming maximum raised): A 500 tonne mini-bulk sample to confirm the diamondiferous character and determine economics of the AK 10 kimberlite, an Orapa Diamondiferous Kimberlite Pipe 6 Hectares in size. A 100 tonne mini-bulk sample to process for diamonds and determine economics of the MAL 001 Kimberlite, a Kimberlite Dyke with Diamonds recovered from Surface. Other exploration purposes and general working capital. About the Company: Pangolin Diamonds Corp. ("Pangolin" or the "Company") is building a leading diamond exploration and development company in Botswana with over 100 years of exploration experience. Botswana is one of the world's most recognized diamond producing countries. Led by Dr. Leon Daniels, a co-founder of African Diamonds (AIM: AFD) where he identified and was credited for the economic potential of the AK6 kimberlite prior to acquiring ownership. African Diamonds was subsequently purchased by Lucara Diamonds for US$120,000,000 and now mines the AK6 kimberlite, which is now known as The Karowe Diamond Mine. This mine has large Type IIa diamonds; in 2016 it produced and sold an 813 carat diamond for US$63,000,000 as well as making history in 2015 when they produced a 1,109 carat diamond, the world s second largest named the Lesedi La Rona.

2 Dr. Chris Jennings is a special advisor to Pangolin. He recently purchased a 2.6% royalty for a total of C$1,200,000 as well as having a substantial equity holding. He has been involved and instrumental in over 100 kimberlite discoveries worldwide, inclusive of 70 in Botswana, as well as a number of diamond mines inclusive of: Gaghoo GO25 (Botswana), Klipspringer & Marsfontein (South Africa), and Diavik (Canada). Dr. Jennings was also involved in the pioneering use of airborne geophysics for detecting kimberlite pipes as well as research on the use of microdiamonds and kimberlitic mineral chemistry for prediction of economic kimberlites. Dr. Jennings was recently quoted as saying; primary reasons for my additional royalty purchase is because I believe Dr. Daniels knows more about Botswana s kimberlite geology than anyone else in the world, and I strongly believe Pangolin is on the right track to discover a new and significant kimberlite field southeast of the Orapa Kimberlite Field at their Malatswae Diamond Project in Botswana. Investment Highlights: Team has a proven track record o Dr. Daniels co-founded African Diamonds (AIM: AFD) that owned the AK6 pipe (now known as The Karowe Diamond Mine purchased by Lucara Diamonds). o Dr. Chris Jennings involved and instrumental in over 100 kimberlite discoveries worldwide, with 70 in Botswana, as well as Canada s second diamond mine Diavik, other mines include: Gaghoo GO25 (Botswana), Klipspringer & Marsfontein (South Africa). Three kimberlite project areas 100% owned in Botswana o All three projects located SE of the Orapa Kimberlite Field; closest is ~40 km. o A total of 34 diamonds recovered at surface in soils o MAL 001, a kimberlite dyke drilled in 2018, a 100 tonne mini-bulk sample to process for diamonds and determine economics of the kimberlite. 75% option on AK10, a 6 Ha Diamondiferous Kimberlite Pipe in the Orapa Kimberlite Field of Botswana o Located within the Orapa Kimberlite Field and only 4.4 km away from AK6 (Lucara s Karowe Diamond Mine) and infrastructure. o Positive kimberlite chemistry recently processed by CF Mineral Research Ltd., owned by Chuck Fipke who discovered Canada s first diamond mine - The Ekati Diamond Mine. o AK10 chemistry demonstrates is has the potential to have +50 carat Type IIa diamonds as well as being very similar to AK6 chemistry (Karowe Diamond Mine). o A 500 tonne mini-bulk sample scheduled to confirm diamondiferous character and determine economics of the kimberlite. Botswana is the number 1 diamond address in the world with known producers o Rated #2 in Africa and #18 globally by Fraser Institute o A majority of De Beers global diamond production comes from Botswana. o Largest global producer of non-conflict diamonds based on value. Lucara Diamond s 52 week MCap has been as high as ~C$1.1B, currently ~C$0.65B.

3 Risk Factors: All exploration is risky and past successes of the management and team is not indicative of future discoveries. The Company has no revenue at this time and will continue to rely upon future financings to continue its operations. Exploration and mining in Africa can be risky; however, the country of Botswana has a well-established mining code since 1999; rated as #2 in Africa and # 18 globally by Fraser Institute Many mining operators include: Gem Diamonds, De Beers, Debswana, Lucara Diamonds and Petra Diamonds. Corporate Structure: Issued and Outstanding: 134,925,418 Stock Options Outstanding: 13,000,000 Warrants Outstanding: 37,792,268 Pre-Financing Fully-Diluted 185,717,686 Maximum number of shares issuable under this financing 10,000,000 Maximum number of warrants issuable under this financing 10,000,000 Maximum number of shares issuable under Finder's Options 700,000 Maximum number of warrants issuable under Finder's Options 700,000 Post-Financing Fully-Diluted 207,117,686 Board, Management & Special Advisor: Dr. Leon Daniels, BSc., BSc. Honours Geology and PhD, Founder, CEO & Director Dr. Leon Daniels has extensive diamond exploration and production experience that spans over 35 years. He is the published author of numerous research papers relating to diamonds and associated minerals, and the exploration and development of kimberlites in various areas; many in Africa. In addition to discovering the Klipfontein kimberlite pipe in South Africa early in his career, Dr. Daniels worked for Falconbridge Exploration, Botswana, evaluating the 180 ha crater facies M1 kimberlite; for Trans Hex Group in Swaziland overseeing the evaluation of the Dokolwayo Diamond Mine; for Roan Selection Trust International in Angola overseeing production of five alluvial mines; and consulted on the evaluation of the River Ranch kimberlite in Zimbabwe. He also discovered the DK4 kimberlite (the only kimberlite in the Orapa kimberlite field not discovered by De Beers); the Mambali kimberlite field in Zimbabwe for Trillion Resources Ltd.; and more recently co-founded African Diamonds Plc (AIM: AFD), which was subsequently acquired by Lucara Diamond Corp. (TSX: LUC), a Lundin Group of companies in 2010, for US$120,000,000. Dr. Daniels first early success was the discovery of the Klipfontein kimberlite pipe in South Africa. He worked for Falconbridge Exploration Botswana evaluating the 180 hectare (445 acres) crater facies M1 Kimberlite; and conducted exploration which led to the discovery of at least three kimberlite fields in the Kalahari Dessert where he monitored exploration and bulk sampling drilling programs. He was part of the management team with Trans Hex Group in Swaziland, where he oversaw the geological

4 evaluation and development of the Dokolwayo Diamond Mine. He was Chief Geologist in Angola for Roan Selection Trust International, where he oversaw production of five alluvial mines, including grade control and predictions, production and mining reconciliations, and monitoring diamond population distribution. Dr. Daniels worked on the discovery and bulk sampling of a 5 hectare kimberlite diatreme and kimberlite dykes all in Zimbabwe. He was involved in diamond exploration and bulk sampling of kimberlites in Russia; evaluation of alluvial diamond deposits in South Africa; and exploration and development of properties in the Congo, Finland, the Kingdom of Lesotho, Australia, Zambia, Guinea, Mali and Sao Tome. He also has experience in marketing, valuing, processing, negotiating and liaising with surface rights owners and Black Economic Empowerment partners in South Africa. Dr. Leon Daniels is a member of the Australian Institute of Geoscientists and the Prospectors and Developers Association of Canada. Patrick Harford, BSC, Director Mr. Harford has had a 43 year career in exploration, mine development and commodity marketing. Working and often advising the governments of 20 different countries, Mr. Harford developed expertise in gold, diamonds and copper in terms of discovery production and sales. He is a great believer in the social and economic benefits of sustainable mining activity. Mr. Harford continues to work on the technical, social and environmental aspects of numerous projects and has a personal interest in the history of mining from the Paleolithic age to the present. Louis Peloquin, BBA, LL.B, LL.M., Director Mr. Peloquin is a business consultant combining several specialties, including transactional law, and has extensive international experience in management, mergers and acquisitions, corporate development, government relations and corporate finance. He has developed a solid expertise in natural resources with over ten years experience as senior executive at major mining companies in Canada and the United States. Mr. Peloquin was a member of the management committees and senior executive of Golden Star Resources Ltd., an international mining company based in Denver, and of Quebec Cartier Mining Company (now Arcelor Mittal Mines Canada). Thomas A. Fenton, LL.B., Director Mr. Fenton has been a Partner of Aird & Berlis LLP since he joined the firm in June 1997 after practicing with a national, Toronto-based law firm. He is Practice Group Leader of the Corporate Finance Group and a member of the Corporate/Commercial Group, as well as the Energy, Mergers & Acquisitions and Mining Groups. Mr. Fenton was called to the bar in 1988 after obtaining his LLB degree from the University of Western Ontario. Graham Warren, B Comm., CMA, CFO Mr. Warren is a senior financial executive with over 25 years of progressive experience with emerging and established companies in the environmental, telecom, mining, oil and gas, and biotech sectors. Mr. Warren has extensive board, operations, corporate finance and public markets expertise. Currently he provides CFO and corporate governance services to three publicly traded companies and serves on the board of directors of four TSX-V listed Companies.

5 Scott Young, Investor Relations Mr. Young has spent the last 10 years working in the capital markets sector, inclusive of six years experience working as the Business Development / Investor Relations Executive for mining companies based in Africa, Canada, and South America. He specializes in precious and base metals, and has worked with companies such as Pan African Mining, African Queen Mines, Sacre- Coeur Minerals, and Pasofino Gold. In addition to specializing in precious and base metals, Mr. Young has also worked in the technology space in the same capacity for Resaas Services Inc. He has extensive contacts in Asia, Africa, Europe, and North America. Mr. Young has also aided numerous mining and technology companies raise capital throughout the world. Dr. Chris Jennings, Special Advisor Dr. Chris Jennings is a special advisor to Pangolin. He purchased a 2.6% royalty for a total of C$1,200,000. as well as having a substantial equity holding. Dr. Jennings has been involved and instrumental in 70 kimberlite discoveries in Botswana and over 100 worldwide, as well as a number of diamond mines inclusive of: Gaghoo GO25 (Botswana), Klipspringer & Marsfontein (South Africa), and Diavik (Canada). He was also involved in the pioneering use of airborne geophysics for detecting kimberlite pipes as well as research on the use of microdiamonds and kimberlitic mineral chemistry for prediction of economic kimberlites. Ascenta s offerings are available on a first-come, first-serve basis. Please express your interest in participating in this financing and we will attempt to hold a position for you. Once you have been confirmed, we will provide you with a Subscription Agreement and Ascenta s Know Your Client documentation. This financing is anticipated to close on Friday December 21, 2018 or such other time or times as the Company may determine. We will require all materials and funds no later than Wednesday, December 19, Ascenta intends to invest alongside its network in this offering. If you are interested in participating in the financing, please contact: Tracy Mabone x2 tracy@ascentafinance.com If you would like more information about the financing and/or the Company, please contact: Marshall Farris x1 marshall@ascentafinance.com Investments in private offerings are often highly speculative. The statements and statistics contained herein were obtained from sources believed to be reliable, but Ascenta cannot represent that they are accurate or complete. THIS INVESTMENT IS RISKY AND YOU COULD LOSE YOUR ENTIRE INVESTMENT AMOUNT. Consult with your investment advisor, legal or tax professionals before investing. The Company has agreed to pay Ascenta a finder's fee of 7% cash and 7% finder's options for this financing.