Mr. Richard Wilson reports

BAROYECA RECEIVES CONDITIONAL APPROVAL AND FILES FILING STATEMENT FOR PROPOSED REVERSE TAKEOVER TRANSACTION WITH TERRA ROSSA GOLD

Further to Baroyeca Gold & Silver Inc.'s news release dated March 18, 2025, regarding its proposed amalgamation with Terra Rossa Gold Ltd., the TSX Venture Exchange has conditionally approved the transaction between the company and Terra Rossa.

The transaction will constitute a reverse takeover under the policies of the exchange and remains subject to the final approval of the exchange and satisfaction of closing conditions customary for transactions of this nature. The company, upon and subject to completion of the transaction (the resulting issuer), will continue the business of Terra Rossa under the name Terra Rossa Gold Ltd. and will be listed for trading as a Tier 2 mining issuer on the exchange under the symbol TRR. The company formed by the amalgamation of Terra Rossa and a wholly owned subsidiary of the company will be the primary operating subsidiary of the resulting issuer. The transaction is expected to close in Oct. 2025.

The company has filed a filing statement that is dated effective Sept. 29, 2025, and a technical report entitled "NI 43-101 Technical Report on the Vetas Gold Project Vetas, Santander, Colombia," with the exchange and on the company's SEDAR+ profile. Additional information in respect of the transaction, the company and Terra Rossa can be found in the filing statement and the technical report.

In accordance with the policies of the exchange, the company's common shares are currently halted from trading and are expected to remain so until the closing of the transaction or such time as required by the policies of the exchange.

Concurrent financing

In connection with the transaction, Terra Rossa completed its concurrent non-brokered private placement for the issuance of 11,895,000 special warrants at a price of 50 cents per special warrant for aggregate gross proceeds of $5,947,500. Each special warrant will be 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 one unit of Terra Rossa, comprising one common share of Terra Rossa and one share purchase warrant exercisable to acquire a Terra Rossa common share at a price of 75 cents per share for a period of two years.

Concurrent with the closing of the transaction, each Terra Rossa common share will be exchanged for a common share of the company on a postconsolidation basis (the resulting issuer shares) on the basis of one resulting issuer share for each Terra Rossa common share held 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 75 cents per resulting issuer share.

In connection with the offering, Terra Rossa paid cash finders' fees in the aggregate amount of $138,480 to certain arm's-length finders.

Upon completion of the transaction, the net proceeds of the offering derived from the special warrants will be used by the resulting issuer to finance exploration as well as for general corporate purposes, as further detailed in the filing statement.

Completion of the transaction is subject to a number of conditions, including, but not limited to, final exchange acceptance. 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 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.

We seek Safe Harbor.