Baroyeca Gold investor Cedar Capital acquires shares

Executive Summary

• Cedar Capital Corp. has acquired 10.9 million common shares in 0749116 B.C. Ltd. (formerly Baroyeca Gold & Silver Inc., doing business as Terra Rossa Gold Ltd.), representing approximately 14.98% of the issuer's issued and outstanding common shares on a non-diluted basis.
• The acquisition was completed in connection with a reverse takeover transaction involving Terra Rossa Gold Ltd. (TRG), pursuant to an amalgamation agreement dated October 30, 2024.
• Cedar Capital Corp. previously held no securities in the issuer but now exercises control or direction over the acquired shares, which are held for investment purposes.

Key Details

• Acquirer: Cedar Capital Corp. (a British Columbia corporation with head office in Vancouver, B.C.).
• Issuer: 0749116 B.C. Ltd. (formerly Baroyeca Gold & Silver Inc., doing business as Terra Rossa Gold Ltd.).
• Transaction Type: Acquisition of securities via a reverse takeover/amalgamation.
• Shares Acquired: 10.9 million common shares.
• Percentage of Issuer: Approximately 14.98% of issued and outstanding common shares on a non-diluted basis.
• Consideration: The shares were acquired in exchange for the sale of 10.9 million common shares of Terra Rossa Gold Ltd. (TRG).
• Amalgamation Agreement: Dated October 30, 2024, between the issuer, TRG, and 1460971 B.C. Ltd. (a wholly owned subsidiary of the acquiror).
• Pre-Transaction Holdings: The acquiror did not hold any securities of the issuer directly or indirectly prior to the transaction.
• Post-Transaction Intentions: The acquiror holds the shares for investment purposes and has no current intentions to increase or decrease beneficial ownership or control.
• Future Activity: The acquiror reserves the right to acquire additional securities or dispose of existing securities in the open market or otherwise, depending on market conditions and the issuer's prospects.
• Filing Basis: Filed pursuant to National Instrument 62-103 (The Early Warning System) and National Instrument 62-104 (Take-Over Bids and Issuer Bids).

Notable Quotes

• None provided in the text.