02:48:43 EST Sat 07 Feb 2026
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Baroyeca Gold investor Cedar Capital acquires shares

2025-10-21 22:43 ET - News Release

Ms. Melissa Martensen of Cedar Capital reports

EARLY WARNING NEWS RELEASE

This news release is being issued in connection with the filing of an early warning report by Cedar Capital Corp., regarding the acquisition of securities of 0749116 B.C. Ltd., formerly Baroyeca Gold & Silver Inc. (doing business as Terra Rossa Gold Ltd.), by the acquiror, pursuant to the requirements of National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. The acquiror is a British Columbia corporation and has a head office at Suite 905, 1111 West Hastings St., Vancouver, B.C., V6E 2J3. The issuer's head office is located at Suite 615, 800 West Pender St., Vancouver, B.C., V6C 2V6.

On Oct. 20, 2025, the acquiror acquired 10.9 million common shares in the capital of the issuer.

The consideration shares were acquired in connection with the completion of a reverse takeover transaction involving the issuer and Terra Rossa Gold Ltd. (TRG). In connection with the transaction, the acquiror acquired the consideration shares in exchange for the sale of 10.9 million common shares of TRG, pursuant to an amalgamation agreement dated Oct. 30, 2024, between the issuer, TRG and 1460971 B.C. Ltd., a wholly owned subsidiary of the company (Subco).

Immediately prior to the transaction, the acquiror did not, directly or indirectly, hold any securities of the issuer. Following the transaction, the acquiror, has ownership of, and exercises control or direction over, 10.9 million common shares of the issuer, representing approximately 14.98 per cent of the issued and outstanding common shares on a non-diluted basis.

The acquiror holds the consideration shares for investment purposes. The acquiror does not have any current intentions to increase or decrease its beneficial ownership of, or control or direction over, any additional securities of the issuer. The acquiror may, from time to time and depending on market and other conditions, otherwise acquire additional common shares, and/or other equity, debt, or other securities or instruments, of the issuer in the open market or otherwise, and reserves the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the issuer, and other relevant factors.

For further information or to obtain a copy of the early warning report filed under applicable securities laws please contact Melissa Martensen, corporate secretary, telephone: 1-604-638-2545; e-mail: martensen@slater.group.

This early warning news release is issued under the early warning provisions of Canadian securities legislation, including National Instrument 62-104, Take-Over Bids and Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

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