Subject: Immediate Dissemination of Press Release / Baroyeca Gold & Silver Inc. / TSXV: BGS
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File: Attachment 9Oct25 - News Release - Name Change Delay - Baroyeca Gold & Silver.pdf
BAROYECA GOLD & SILVER INC.
2500 700 West Georgia Street
Vancouver, B.C. V7Y 1B3
Telephone: (604) 684-9151
BAROYECA PROVIDES UPDATE ON TRANSACTION WITH TERRA ROSSA GOLD LTD.
AND NAME CHANGE DELAY DUE TO JOB ACTION BY BC REGISTRIES STAFF
Vancouver, British Columbia -- October 9, 2025 -- Baroyeca Gold & Silver Inc. ("Baroyeca Gold"
or the "Company") (TSXV: BGS) announces that further to its news release dated September 29, 2025
regarding its proposed amalgamation (the "Transaction") with Terra Rossa Gold Ltd. ("Terra Rossa"),
the Company and Terra Rossa are nearing completion of the Transaction, however due to an ongoing labour
dispute between the British Columbia General Employees' Union (BCGEU) and the government of British
Columbia, BC Registries, the government body responsible for registrations of businesses, is temporarily
closed (the "Job Action"). As such, the Company will be unable to change its name to "Terra Rossa Gold
Ltd." (the "Name Change") on completion of the Transaction, and anticipates completing the Name
Change on the cessation of the Job Action.
The Company and Terra Rossa anticipate closing the Transaction on or about October 17, 2025 (the
"Closing"), whereby as of Closing, the Company will temporarily change its name to a numbered company
(0749116 B.C. Ltd. DBA Terra Rossa Gold Ltd.) (the "Resulting Issuer").
Despite the numbered company name, the Resulting Issuer will still trade under the ticker symbol "TRR"
as disclosed in the Filing Statement. The Company will issue a further news release upon Closing and the
issuance of the TSX Venture Exchange final bulletin, providing details regarding the anticipated date for
the resumption of trading of its common shares.
Contact Information:
Baroyeca Gold Corp.
Richard Wilson, Director and CEO of Baroyeca Gold & Silver Inc.
Tel: 604-351-3599
Terra Rossa Gold Corp.
Latika Prasad, Corporate Secretary of Terra Rossa Gold Corp
Tel: 604-802-8492
Completion of the Transaction is subject to a number of conditions, including but not limited to, final
Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed
or at all. Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in
connection with the Transaction, any information released or received with respect to the
Transaction may not be accurate or complete and should not be relied upon. Trading in the securities
of Terra Rossa and Baroyeca Gold should be considered highly speculative.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
news release.
Forward Looking Information
This press release contains statements that constitute "forward-looking information" ("forward-looking
information") within the meaning of the applicable Canadian securities legislation. All statements, other
than statements of historical fact, are forward-looking information and are based on expectations, estimates
and projections as at the date of this news release. Any statement that discusses predictions, expectations,
beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always
using phrases such as "anticipate", "believe", "continue", "estimate", "expect", "intend", "projected"
or variations of such words and phrases or stating that certain actions, events or results "may", "could",
"would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may
be forward-looking information.
More particularly and without limitation, this press release contains forward-looking statements
concerning the Transaction, the Name Change, and the resumption of trading of the Resulting Issuer
Shares, as well as the interim name change of the Company to a numbered company name. In disclosing
the forward-looking information contained in this press release, The Company has made certain
assumptions, including that the Transaction will be completed on mutually acceptable terms and within a
customary timeframe for transactions of this nature. Although the Company believes that the expectations
reflected in such forward-looking information are reasonable, it can give no assurance that the expectations
of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties and
other factors may cause the actual results and future events to differ materially from those expressed or
implied by such forward-looking information. Such factors include but are not limited to: delay or failure
to receive regulatory approvals; and general business, economic, competitive, political and social
uncertainties. There can be no certainty that the Transaction will be completed at all. Accordingly, readers
should not place undue reliance on the forward-looking information contained in this press release. Except
as required by law, the Company disclaims any intention and assumes no obligation to update or revise
any forward-looking information to reflect actual results, whether as a result of new information, future
events, changes in assumptions, changes in factors affecting such forward-looking information or
otherwise.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor
disapproved the contents of this press release.
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