TSX Venture Exchange has accepted for filing Baroyeca Gold & Silver Inc.'s (to be renamed 0749116 B.C. Ltd., doing business as Terra Rossa Gold Ltd.) reverse takeover (RTO) and related transactions, all as principally described in Baroyeca's filing statement dated Sept. 29, 2025. The RTO includes the following matters, all of which have been accepted by the exchange.

Acquisition of Terra Rossa Gold Ltd. (Terra Rossa)

Baroyeca acquired all of the issued and outstanding shares of Terra Rossa, a private company, incorporated under the British Columbia Business Corporations Act (BCBCA) on April 1, 2010, pursuant to an amalgamation agreement entered into among Baroyeca, Terra Rossa and 1460971 B.C. Ltd. (971) on Oct. 30, 2024, and as amended pursuant to amending agreements dated March 17, 2025, May 29, 2025, Sept. 19, 2025, and Oct. 9, 2025, respectively. Pursuant to the amalgamation agreement: (i) Terra Rossa and 971 amalgamated; (ii) all of the holders of Terra Rossa securities received Baroyeca securities; and (iii) Terra Rossa became a wholly owned subsidiary of the resulting issuer.

Terra Rossa is engaged in the acquisition, exploration and development of natural resource properties. Through its wholly owned subsidiary, Minera Vetas Ltd., Terra Rossa holds a 100-per-cent interest in the Vetas gold project, located in Colombia.

Prior to completion of the RTO, Terra Rossa completed a non-brokered private placement of 11,895,000 special warrants at a price of 50 cents per special warrant for gross proceeds of $5,947,500. Each special warrant was automatically exercised and converted, without the payment of any additional consideration, into a Terra Rossa unit, comprising one Terra Rossa common share and one share purchase warrant in the capital of Terra Rossa, entitling the holder thereof to acquire one resulting issuer common share at a price of 75 cents per share for a period of two years from the date of issuance. Terra Rossa common shares were exchanged for common shares of the resulting issuer on the basis of one resulting issuer common share for each Terra Rossa common share held, respectively.

As consideration for the issued and outstanding shares of Terra Rossa, Baroyeca issued a total of 66,591,600 common shares in exchange for the common shares of Terra Rossa, including the 11,895,000 common shares issued under the non-brokered private placement noted above.

For further information, see the filing statement, which is available under Baroyeca's profile on SEDAR+.

Name change and consolidation

Pursuant to a resolution passed by shareholders on Jan. 17, 2025, the company has consolidated its capital on a one-new-for-14-old basis. The name of Baroyeca has also been changed to 0749116 B.C., doing business as Terra Rossa Gold.

Effective at the opening on Wednesday, Oct. 22, 2025, the common shares of 0749116 B.C., doing business as Terra Rossa Gold, will commence trading on the TSX Venture Exchange and the common shares of Baroyeca will be delisted. The company is classified as a mining company.

Postconsolidation

Capitalization:  unlimited common shares with no par value, of which 72,742,203 common shares are issued and outstanding

Escrow:  6,216,577 shares, 1,510,714 share purchase warrants and 953,571 stock options subject to a 36-month staged release escrow agreement

Transfer agent:  Computershare Trust Company of Canada

Trading symbol:  TRR (new)

Cusip No.:  98956K 10 3 (new)

Resume trading

Effective at the opening on Wednesday, Oct. 22, 2025, the common shares of 0749116 B.C., doing business as Terra Rossa Gold, will resume trading on the exchange.