Baroyeca receives conditional OK for Terra Rossa merger

Executive Summary

• Baroyeca Gold & Silver Inc. received conditional approval from the TSX Venture Exchange for its proposed reverse takeover amalgamation with Terra Rossa Gold Ltd.
• The transaction involves a concurrent non-brokered private placement by Terra Rossa, raising approximately $5.95 million, which will be used for exploration and general corporate purposes post-closing.
• The resulting entity will operate under the name Terra Rossa Gold Ltd. (TSXV: TRR) as a Tier 2 mining issuer, with an expected closing date in October 2025.

Key Details

• Transaction Structure: Reverse takeover/amalgamation of Baroyeca Gold & Silver Inc. and Terra Rossa Gold Ltd.
• Exchange Approval: Conditional approval received from the TSX Venture Exchange; subject to final approval and satisfaction of customary closing conditions.
• Resulting Entity: The company formed by the amalgamation will continue the business of Terra Rossa under the name "Terra Rossa Gold Ltd." and trade under the symbol "TRR" as a Tier 2 mining issuer.
• Closing Timeline: Expected to close in October 2025.
• Trading Status: Common shares of Baroyeca Gold & Silver Inc. are currently halted from trading and expected to remain halted until closing or as required by exchange policies.
• Concurrent Financing:
  • Issuer: Terra Rossa Gold Ltd.
  • Instrument: Non-brokered private placement of 11,895,000 special warrants.
  • Price: 50 cents per special warrant.
  • Gross Proceeds: $5,947,500.
  • Conversion Terms: Each special warrant automatically converts into one unit of Terra Rossa (one common share + one share purchase warrant) upon satisfaction of transaction conditions.
  • Warrant Terms: The included warrant is exercisable to acquire one Terra Rossa common share at $0.75 per share for a period of two years.
  • Finder’s Fees: $138,480 paid in cash to arm's-length finders.
• Share Exchange Ratio: Upon closing, each Terra Rossa common share will be exchanged for one resulting issuer share (post-consolidation basis).
• Warrant Conversion: Existing Terra Rossa unit warrants will cease to represent rights to Terra Rossa shares and will be exercisable to acquire resulting issuer shares on a one-for-one basis at an exercise price of $0.75 per resulting issuer share.
• Use of Proceeds: Net proceeds from the special warrants will be used to finance exploration and for general corporate purposes.
• Regulatory Filings: A filing statement effective September 29, 2025, and an NI 43-101 Technical Report on the Vetas Gold Project in Santander, Colombia, have been filed with the exchange and on SEDAR+.

Notable Quotes

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