File: Attachment Baroyeca NR - Update to RTO_ March 18.pdf

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

BAROYECA GOLD & SILVER INC.

2500 700 West Georgia Street Vancouver, B.C. V7Y 1B3 Telephone: (604) 684-9151

BAROYECA PROVIDES UPDATE ON PROPOSED BUSINESS COMBINATION TRANSACTION WITH TERRA ROSSA

Vancouver, British Columbia --March 18, 2025 -- Baroyeca Gold & Silver Inc. ("Baroyeca Gold" or the "Company") (TSXV: BGS) Further to its news release dated November 1, 2024 announcing its proposed business combination (the "Transaction") with Terra Rossa Gold Ltd. ("Terra Rossa"), the Company and Terra Rossa have entered into an amending agreement amending the terms of the previously disclosed amalgamation agreement dated October 30, 2024 (together the "Amended Amalgamation Agreement")

Concurrent Financing

Pursuant to the Amended Amalgamation Agreement, in connection with the Transaction, Terra Rossa will complete a concurrent non-brokered private placement of 7,000,000 special warrants (the "Special Warrants") at a price of $0.50 per Special Warrant for aggregate gross proceeds of $3,500,000 (the "Offering").

The gross proceeds derived from the sale of the Special Warrants will be held in escrow by Terra Rossa, pursuant to the terms of a Special Warrant subscription agreement (the "Subscription Agreements") to be entered into in connection with the Offering. Each Special Warrant will be, in accordance with the Subscription Agreement, automatically converted, without payment of any additional consideration and without any further action on the part of the holder thereof, upon the satisfaction of certain conditions related to the Transaction into a unit, comprised of one common share of the Terra Rossa (a "Terra Rosa Common Share"), and one share purchase warrant (a "Terra Rossa Unit Warrant") exercisable to acquire a Terra Rosa Common Share at a price of $0.75 per common share for a period of two years.

Pursuant to the terms of the Amended Amalgamation Agreement, in connection with the closing of the Transaction, the Terra Rossa Common Shares will be exchanged for Resulting Issuer Shares (as defined below) on the basis of one Resulting Issuer Share for each Terra Rossa Common Share held, respectively, and the Terra Rossa Unit Warrants will cease to represent the right to acquire Terra Rossa Common Shares and will be exercisable to acquire Resulting Issuer Shares on the basis of one Resulting Issuer Share for each Terra Rossa Unit Warrant held, at a price of $0.75 per Resulting Issuer Share.

The net proceeds of the Offering derived from the Special Warrants will be used by the Company to fund exploration, as well as for general corporate purposes following completion of the Transaction.

The securities to be offered in the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons 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.

11452058v4 Consolidation and Capitalization

As disclosed in the Company's November 1, 2024, news release, in connection with the completion of the Transaction, the Company will compete a consolidation (the "Consolidation") of its outstanding common shares on the basis of one post-Consolidation common share (a "Resulting Issuer Share") for every fourteen (14) pre-Consolidation common shares. Baroyeca Gold currently has 86,108,470 common shares issued and outstanding. After giving effect to the Consolidation, and prior to giving effect to the Transaction and the Offering, the Company will have approximately 6,150,605 Resulting Issuer Shares, 892,143 share purchase warrants and 100,000 stock options issued and outstanding.

In accordance with the policies of the TSX Venture Exchange, because the Consolidation is being conducted on a consolidation ratio in excess of one post-consolidation share for every 10 pre-consolidation shares, at its annual general meeting held on January 17, 2025, the Company sought and obtained shareholder approval for the Consolidation.

After giving effect to the Transaction, the Consolidation and Offering, the Company (the "Resulting Issuer") is expected to have an aggregate of 67,847,205 Resulting Issuer Shares issued and outstanding undiluted, and 81,431,348 shares outstanding on a diluted basis. On completion of the Transaction, it is anticipated that current Terra Rossa shareholders will hold an aggregate of 54,696,600 Resulting Issuer Shares or approximately 80.6%, and current Baroyeca Gold shareholders will hold an aggregate of 6,150,605 Resulting Issuer Shares or approximately 9.1%.

Selected Financial Information

As previously disclosed, Terra Rossa Gold Ltd. is a private British Columbia natural resource company engaged in the acquisition, exploration and development of natural resource properties. Through its wholly- owned subsidiary, Mineras Vetas Ltd., a British Virgin Island company, Terra Rossa holds a 100% interest in the Vetas Gold Project located in Colombia. Please refer to the Company's news release of November 1, 2024 for a description of the Vetas Gold Project.

The following table sets out selected financial information with respect to Terra Rossa as at the dates noted. The selected financial information is derived from Terra Rossa's financial statements for the financial year ended December 31, 2023, and denominated in Canadian dollars.

As at December 31, 2023

(audited)

Total assets $9,164,688

Total liabilities $469,318

Shareholders' equity $8,695,370

Further financial information will be included in the filing statement to be prepared in connection with the Transaction.

Board and Management of the Resulting Issuer

11452058v4 Following the completion of the Transaction, in accordance with the terms of the Amended Amalgamation Agreement, the current board of directors and management of Resulting Issuer will be reconstituted to consist of five (5) directors, three (3) of whom will be nominees of Terra Rossa and two (2) of whom will be nominees of the Company. It is proposed that the following persons will be appointed as management of the Resulting Issuer, in the capacities set forth below. Brief biographies of the proposed nominees are as follows:

Patrick Downey Director and Chief Executive Officer

Mr. Downey has over 40 years of international experience in the resource industry. Mr. Downey held the position of President, Chief Executive Officer and Director of Elgin Mining Inc., Aura Minerals Inc. and previously Viceroy Exploration Ltd. before its acquisition by Yamana Gold Inc. in 2006. He has held numerous senior engineering positions at several large-scale global gold mining operations and has also held operating positions at several mining projects for Anglo American Corporation in South Africa. Mr. Downey was a member of the boards of Claude Resources and Dalradian Resources before their recent successful acquisitions and he is a member of the board of a number of active resource companies. He holds a Bachelor of Science (Hon.) degree in Engineering from Queen's University.

Latika Prasad Chief Financial Officer and Corporate Secretary

Ms. Latika Prasad has been an officer and/or a director of private and publicly traded companies for over 30 years. She is currently.a director at Military Metals Corp. since January 2020 (CSE: MILI) and the Chief Financial Officer of Greyridge Exploration Corp. since March 2024. She was a Director and member of the audit committee of Turmalina Metals Corp. from July 31, 2021 to October 15, 2024 (TSXV: TBX). She was a Director and Corporate Secretary of Turmalina Metals Corp. from April 2017 to July 2019, and previously, Director at Southern Empire Resources Corp. from March 2020 to June 2021 (TSXV: SMP) and Director and Assistant Corporate Secretary at Wabi Exploration Inc. (CNSX: WAB) from September 2015 to July 2017. She served as the Chief Financial Officer of Azincourt Resources Inc. (TSXV: AAZ) from October 2011 until June 2013 and as a Director from May 2011 to April 2013. Ms. Prasad also has 30 years of audit experience from starting with VSE companies in 1988, preparing quarterly reports for reporting issuers and filing with VSE and BCSC, and serving as CFO of several companies, of which five were reporting issuers. In addition to Turmalina Metals Corp., Ms. Prasad was also on the audit committee of Carmanah Minerals Corp. and was on the audit committee of Southern Empire Resources Corp. (TSXV: SMP) From March 2020 to June 2021.

Michael Halvorson Director

Mr. Halvorson has extensive experience as a board member for natural resource companies. Notable past directorships in the mineral exploration and mining sector include Orezone Gold Corporation, Viceroy Exploration Ltd., Western Silver Inc., Novagold Resources Inc., Pediment Gold Corporation, Esperanza Resources Corp., Fission Energy Corp. and Strathmore Minerals Corporation. In addition, in the oil and gas business, he served on the boards of Gentry Resources Ltd. and Novus Energy Inc.

Tim Moody - Director

Mr. Moody has more than 30 years of experience in the mining industry including mineral exploration, resource assessment, business development, strategy and government relations. He spent 24 years with Rio Tinto, where he held the posts of Exploration Director (2005-2010) and Vice President and Director of Business Development (2010-2015). He currently holds directorships on the boards of Mirasol Resources, Prism Resources, and Indico Resources. Mr. Moody has a Bachelor of Science in Geology and Geophysics (Honours) from the University of New England. He is a graduate of the Senior Leadership Program from

11452058v4 the London Business School, a graduate of the Business Leadership Development Program from the Australian Graduate School of Management and a Fellow of the Society of Economic Geologists.

Richard Wilson Director

Mr. Wilson brings over 20 years experience working with public junior mining issuers and has been instrumental in raising millions of dollars for exploration work. Mr. Wilson has served as a director of Baroyeca Gold and Silver Inc. since March 2006, and has served as the Company's Chief Executive Officer December 2011. In addition, Mr. Wilson previously served as a director and President and CEO of Nevada Energy Metals (TSXV: BFF) from April 2016 to April 2020, and a director and President and CEO of Surge Battery Metals (TSXV: NILI) from May 2020 to April 2021.

Patrick Robinson - Director

Mr. Robinson has acted as an investment advisor to individuals and institutions for over 30 years. Since April 2014, Mr. Robinson has served as the President of the Robinson Sauder Family Office Inc., a private institutional investment firm. In addition, since June 2018, Mr. Robinson has served as Chairman of the Board of UIT Growth Equity General Partnership Ltd., a private venture investment fund and, since October 2013, as the Chairman and Co-Founder of Arius Technology Inc., a leader in laser-based optical scanning systems. Previously, from January 2016 to September 2020, Mr. Robinson served as Director and Co- Founder of Vitaeris Inc., a company focused on the development of the multi-use drug, "Claza". From July 1987 to April 2014, Mr. Robinson worked as an investment advisor, initially at Pemberton Securities, then as Senior Vice President and Investment Advisor at BMO Nesbitt Burns from February 1991 to 1997, and subsequently as Branch Manager, Divisional Manager and finally as s Senior Vice President and Managing Director of BMO British Columbia from March 2003 to April 2014. Mr. Robinson earned his Chartered Accountant designation from the Institute of Chartered Accountants of British Columbia in 1984, and his Bachelor of Commerce Degree from the University of British Columbia in 1982.

Conditions and Stock Exchange Matters

As previously disclosed, completion of the Transaction will be subject to certain conditions, including among others: (i) the requirement for Terra Rossa to obtain shareholder approval with respect to the amalgamation; (ii) the completion of the Offering; and (iii) obtaining the approval of the TSXV with respect to the listing of the Resulting Issuer Shares.

The Company will be relying on the exemption form the requirement to obtain shareholder approval for the Transaction available under section 4.1of TSXV Policy 5.2, as a result of: (i) the Transaction is not a "Related Party Transaction" as that term is defined under TSXV Policies; (ii) the Company previously having been put on notice to be transferred to the NEX exchange for failure to meet TSXV Continued Listing Requirements, prior to the announcement of the Transaction; (iii) the Company will not be subject to a cease trade order or suspended from trading on completion of the RTO; and (iv) approval of the Transaction by the Company's shareholders is not required under applicable corporate or securities laws.

As previously disclosed, the Transaction may require sponsorship under the policies of the TSXV unless an exemption or waiver from sponsorship is granted. Baroyeca Gold intends to apply for an exemption or waiver from sponsorship requirements of the TSXV in connection with the Transaction. There can be no assurance that such exemption or waiver will ultimately be granted.

Trading in the common shares of the Company has been halted, and will remain halted, pending review and approval of the Transaction by the applicable stock exchange. For further information with respect to the Transaction, please refer to the Amended Amalgamation Agreement, which is available on the Company's profile at www.sedarplus.com.

11452058v4 Contact Information:

Baroyeca Gold Corp.

Richard Wilson, Director and CEO of Baroyeca Gold & Silver Inc. Tel: 604-351-3599

Terra Rossa Gold Corp.

Latika Prasad, Corporate Secretary of Terra Rossa Gold Corp Tel: 604-802-8492

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Terra Rossa and Baroyeca Gold should be considered highly speculative.

THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS NEWS RELEASE.

Cautionary Note Regarding Forward-Looking Statements

The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Offering; use of proceeds from the Offering; future development plans; and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward- looking statements." Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in Terra Rossa's and the Company's disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as

11452058v4 of the date hereof and Terra Rossa and the Company do not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from Terra Rossa's and the Company's expectations or projections.

11452058v4