Disclaimer
Terra Rossa Gold
TSXV : TRR
DISCLAIMER
This corporate website (the “website”) of Terra Rossa Gold Ltd. (the “Company”) is current as of May 5, 2025, except as otherwise provided herein. It is information in a summary form and does not purport to be complete. It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. An investment in the Company is speculative and involves substantial risk and is only suitable for investors that are able to bear the risk of losing their entire investment. No representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its affiliates, directors, officers or employees as to the accuracy, completeness or fairness of the information or opinions contained in this website and no responsibility or liability is accepted by any person for such information or opinions. The Company does not undertake or agree to update this website or to correct any inaccuracies in, or omissions from, this Presentation that may become apparent. No person has been authorized to give any information or make any representations other than those contained in this website and, if given and/or made, such information or representations must not be relied upon as having been so authorized. The contents of this website are not to be construed as legal, financial or tax advice.
This website is not, and under no circumstances is it to be construed as, a prospectus, or advertisement, nor does it constitute an offer, invitation or inducement to purchase or acquire any securities of the Company.
FORWARD LOOKING INFORMATION
Certain statements in this website may constitute forward-looking information within the meaning of applicable securities laws. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects,” “believes,” “anticipates,” “budget,“ scheduled,” “estimates,” “forecasts,” “intends,” “plans,” and variations of such words and phrases, or by statements that certain actions, events or results “may,” “will,” “could,” “would,” or “might,” “be taken,” “occur,” or “be achieved.” Certain statements, beliefs and opinions in this website (including those contained in graphs, tables and charts), which reflect the Company’s or, as appropriate, the Company’s directors’ current expectations and projections about future events, constitute forward-looking information. Forward-looking information contained in this website is based on certain assumptions regarding, among other things, expected growth, results of operations, performance, industry trends and growth opportunities. While management considers these assumptions to be reasonable, based on information available, they may prove to be incorrect. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: (i) commodity prices; (ii) the willingness and ability of third parties to honor their contractual obligations; (iii) the decisions of third parties over which the Company has no control; (iv) environmental and government regulations; (v) foreign exchange risks; (vi) judicial proceedings or enforcing foreign judicial judgments; (vii) force majeure events; (viii) increased management responsibilities and expenses of becoming a public company; (ix) its ability to implement and fulfill its business strategies; (xi) general economic conditions; (xii) adverse events related to the mining industry; (xiii) volatility in the capital markets; (xiv) loss of property rights; (xv) future legislative and regulatory developments; (xvi) inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; (xvii) income tax and regulatory matters; (xviii) the ability of the Company to implement its business strategies including exploration or drilling plans; (xix) competition; (xx) changes in regulation or in the national or local government legislation of Colombia; (xxi) risks and uncertainties inherent in the preparation of estimates and studies, drill results and the estimation of mineral resources and mineral reserves; (xxii) delays in obtaining or failure to obtain access to lands or required environmental permits or mine licenses, mine permits and regulatory approvals or non-compliance with such permits; (xxiii) retaining key personnel; (xxiv) risks that exploration data may be incomplete and considerable additional work may be required to complete the evaluation; (xxv) unpredictable political or economic developments in Colombia; (xxvii) receipt of all regulatory approvals with respect to the proposed go-public transaction; and (xxxviii) imposition of trade restrictions or tariffs involving Colombia. The foregoing factors are not intended to be exhaustive. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this website regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are made as of the date hereof, and accordingly, are subject to change after such date. By your acceptance of this website, if delivered, you and any person reviewing this website agrees not to distribute, copy; reproduce; transmit; make available; or condone any of the foregoing, without the prior written consent of the Company. Any unauthorized use of this website is strictly prohibited.
NI 43-101 DISCLOSURE
All technical and scientific information contained in this Presentation has been taken from a National Instrument Standards for Disclosure for Mineral Projects (“NI 43-101”) technical report, entitled “NI 43-101 Technical Report on the Vetas Gold Project Vetas, Santander, Colombia” effective March 21, 2025 and prepared for the Company by Alfonso Rodriguez Madrid, M.Sc., P. Geo. (APEX Geoscience Ltd.) (the “Technical Report”). The information contained herein is subject to all of the assumptions, qualifications and procedures set out in the Technical Report. The scientific and technical content of this Presentation has been reviewed, approved and verified by an independant Alfonso Rodriguez Madrid, a Qualified Person as defined by NI 43-101, the QP of the Company.
CANADIAN MINERAL DISCLOSURE STANDARDS
The Company is not a registrant under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not subject to the disclosure standards of the United States Securities and Exchange Commission (the “SEC”) applicable to such registrants – including, without limitation, Subpart 1300 of Regulation S-K – Disclosure by Registrants Engaged in Mining Operations. Subpart 1300 of Regulation S-K governs mineral property disclosure requirements (the “SEC Mineral Disclosure Rules”) for issuers whose securities are being registered with the SEC under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or are subject to reporting requirements under the Exchange Act. The SEC Mineral Disclosure Rules replaced the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which has been rescinded. As used in this website, technical terms have the meanings ascribed to them under the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards on Mineral Resources and Mineral Reserves, as adopted by the CIM Council and as amended (the “CIM Definition Standards”). While the CIM Definition Standards include technical terms that are substantially similar to those included in the SEC Mineral Disclosure Rules, United States investors are cautioned that there are differences in the respective definitions under the CIM Definition Standards and the SEC Mineral Rules. Further, it cannot be assumed that any historical resource estimates discussed in this website will be verified or upgraded to be current resource estimates, or that “indicated resources” or “inferred resources” will ever be upgraded to a higher category. Readers are cautioned not to assume that any part of the reported historical resources discussed are economically or legally mineable.
NOT AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
This website does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities of the Company have not been and will not be registered under the U.S. Securities Act, or any state securities laws and may not be offered or sold within the United States, unless an exemption from such registration is available, information concerning the assets and operations of the Company included in this website has been prepared in accordance with Canadian standards and is not comparable in all respects to similar information for United States companies.