Announcement • Oct 21
Terra Rossa Gold Ltd. completed the acquisition of Baroyeca Gold & Silver Inc. (TSXV:BGS) in a reverse merger transaction. Terra Rossa Gold Ltd. entered into an amalgamation agreement to acquire Baroyeca Gold & Silver Inc. (TSXV:BGS) for CAD 15.3 million in a reverse merger transaction on October 30, 2024. In accordance with the terms and conditions of the Amalgamation Agreement, the Company will complete a consolidation of its issued and outstanding share capital on the basis of one post-Consolidation common share for every fourteen pre-Consolidation common shares. Following completion of the Transaction, the former securityholders of Terra Rossa will hold approximately 89.4% of the issued and outstanding Company Shares. The Resulting Issuer will carry on the business of Terra Rossa, as described herein, and is expected to be listed on Tier 2 of the TSX Venture Exchange as a “Mining Issuer”. Patrick Downey will be the Chief Executive Officer and Latika Prasad as Chief Financial Officer and Corporate Secretary and Patrick Downey and Latika Prasad as Directors of the resulting issuer. Completion of the Transaction will be subject to certain conditions, including among others: (i) the requirement for Baroyeca Gold to obtain shareholder approval for the Consolidation; (ii) the requirement for Terra Rossa to obtain shareholder approval with respect to the Amalgamation; (iii) the completion of the Concurrent Financing; and (iv) obtaining the approval of the TSXV with respect to the listing of the Resulting Issuer Shares and Dissent Rights shall not have been exercised with respect to the Amalgamation by Terra Rossa Shareholders which will in the aggregate represent 5% or more of the Terra Rossa Shares outstanding on the record date for the Terra Rossa Meeting. As of September 29, 2025 TSX Venture Exchange has conditionally approved the Transaction. The Resulting Issuer will still trade under the ticker symbol “TRR”. As of October 9, 2025, the transaction is expected to close on or about October 17, 2025.
Computershare Trust Company of Canada acted as transfer agent to Baroyeca. Jay Sujir of Farris LLP acted as legal advisor to Baroyeca. Sasa Jarvis of McMillan LLP acted as legal advisor to Terra Rossa.
Terra Rossa Gold Ltd. completed the acquisition of Baroyeca Gold & Silver Inc. (TSXV:BGS) in a reverse merger transaction on October 20, 2025. Subject to receipt of final approval of the Exchange, it is anticipated that the Common Shares will commence trading on the Exchange under the ticker symbol "TRR" as a Tier 2 Mining Issuer (the "Listing"). The anticipated trading date of the Common Shares will be as of markets-open on Wednesday, October 22, 2025. As of Closing, the Company issued 66,591,600 Common Shares to the former holders of the TRG Shares.
As of Closing, the Board of Directors of the Company is comprised of: Patrick Downey, Michael Halvorson, Tim Moody, Richard Wilson, and Patrick Robinson. In addition, the executive management of the Company is as follows: Patrick Downey (CEO) and Latika Prasad (CFO and Corporate Secretary).
In connection with the Transaction, WDM Chartered Professional Accountants will resign as auditor of the Company and De Visser Gray LLP, auditor of TRG, will be appointed as auditor of the Company. Announcement • Oct 31
Baroyeca Gold & Silver Inc., Annual General Meeting, Dec 23, 2024 Baroyeca Gold & Silver Inc., Annual General Meeting, Dec 23, 2024. Location: british columbia, vancouver Canada New Risk • Jun 13
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 30% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (41% average weekly change). Negative equity (-CA$304k). Earnings have declined by 63% per year over the past 5 years. Revenue is less than US$1m. Market cap is less than US$10m (CA$2.15m market cap, or US$1.57m). Minor Risk Shareholders have been diluted in the past year (30% increase in shares outstanding). 
