File: Attachment Baroyeca NR - Conditional Approval and Filing Statement.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 RECEIVES CONDITIONAL APPROVAL AND FILES FILING STATEMENT FOR PROPOSED REVERSE TAKEOVER TRANSACTION WITH TERRA ROSSA GOLD

Vancouver, British Columbia -- September 29, 2025 -- Baroyeca Gold & Silver Inc. ("Baroyeca Gold" or the "Company") (TSXV: BGS) announces that further to its news release dated March 18, 2025 regarding its proposed amalgamation (the "Transaction") with Terra Rossa Gold Ltd. ("Terra Rossa"), the TSX Venture Exchange (the "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 Rosa 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 October 2025.

The Company has filed a filing statement that is dated effective September 29, 2025 (the "Filing Statement") and a technical report entitled "NI 43-101 Technical Report on the Vetas Gold Project Vetas, Santander, Colombia" (the "Technical Report") with the Exchange and on the Company's SEDAR+ profile at www.sedarplus.ca. 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 (the "Offering") for the issuance of 11,895,000 special warrants (the "Special Warrants") at a price of $0.50 per Special Warrant for aggregate gross proceeds of $5,947,500 (the "Offering"). 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, comprised of one common share of 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 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 post-consolidation 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

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12102413v3 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.

In connection with the Offering, Terra Rossa paid cash finder's 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 fund exploration, as well as for general corporate purposes as further detailed in the Filing Statement.

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.

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, 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.

Neither the 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 news release.

Forward Looking Information

This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "anticipate", "believe", "continue", "estimate", "expect", "intend", "projected"

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12102413v3 or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. More particularly and without limitation, this press release contains forward-looking statements concerning the Transaction, the continued business of the Resulting Issuer, the use of proceeds of the Offering, and the trading of the Company's common shares on the Exchange. In disclosing the forward- looking information contained in this press release, The Company has made certain assumptions, including that the Transaction will be completed on mutually acceptable terms and within a customary timeframe for transactions of this nature. Although the Company believes that the expectations reflected in such forward- looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward- looking information. Such factors include but are not limited to: availability of financing; delay or failure to receive regulatory approvals; and general business, economic, competitive, political and social uncertainties. There can be no certainty that the Transaction will be completed at all. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise. The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

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