BAROYECA GOLD & SILVER AND TERRA ROSSA GOLD COMPLETE TRANSACTION

Executive Summary

• The company completed its previously announced reverse‑takeover of Terra Rossa Gold Ltd., resulting in a name change to “0749116 B.C. Ltd.” and consolidation of shares (14 pre‑consolidation shares into 1 post‑consolidation share).
• A concurrent private placement issued 11,895,000 special warrants at $0.50 each, raising approximately $5.95 M in gross proceeds.
• New board composition and management were announced; the company will focus on developing the Vetas Gold Project in Colombia and expects its shares to begin trading under ticker “TRR” on October 22, 2025.

Key Details

• Transaction Structure: Three‑cornered amalgamation – Subco (wholly‑owned subsidiary) merged with TRG; former TRG shareholders received 66,591,600 common shares of the combined company.
• Share Consolidation: 14 pre‑consolidation shares exchanged for 1 post‑consolidation share; new CUSIP 98956K103 and ISIN CA98956K1030 assigned.
• Name Change: From “Baroyeca Gold & Silver Corp.” to “0749116 B.C. Ltd.” (pending final name change to “Terra Rossa Gold Ltd.” after labour dispute resolution).
• Listing Anticipation: Subject to Exchange approval, common shares expected to commence trading on TSX‑Venture (Tier 2) under ticker TRR at market open on 2025‑10‑22.
• Escrow Arrangement: 6,216,577 common shares placed in Tier 2 Value Security Escrow; release schedule – 10% after final Exchange bulletin, then 15% increments every six months up to 36 months.
• Concurrent Financing (Special Warrant Offering):
• 11,895,000 special warrants issued at $0.50 each → $5,947,500 gross proceeds.
• Each warrant automatically converted at closing into one unit consisting of one TRG share and one share‑purchase warrant (exercise price $0.75 per share, two‑year term).
• Business Focus: Post‑transaction, the company will operate as a natural‑resource entity concentrating on the Vetas Gold Project (100% owned via Amalco), covering nine mineral claims (~313.9 ha) in Santander, Colombia.
• Board & Management: New directors – Patrick Downey, Michael Halvorson, Tim Moody, Richard Wilson, Patrick Robinson; executives – Patrick Downey (CEO) and Latika Prasad (CFO/Corporate Secretary).
• Issued & Outstanding Share Capital (post‑transaction):
• Existing shareholders: 6,150,603 shares (8.46%).
• Shares issued to former TRG holders (excluding warrant financing): 54,696,600 shares (75.19%).
• Shares issued pursuant to Special Warrant Financing: 11,895,000 shares (16.35%).
• Total: 72,742,203 common shares (100%).
• Auditor Change: WDM Chartered Professional Accountants resigned; De Visser Gray LLP appointed as new auditor under NI 51‑102 exemption.

Notable Quotes

(No direct quotes were provided in the release.)