VANCOUVER, B.C. – BAROYECA GOLD & SILVER INC. announces that the Company continues to work through the process of obtaining approval for its acquisition of the Santa Barbara Property located in Colombia, South America, which is treated as a fundamental acquisition for purposes of the TSX Venture Exchange (the “Exchange”). One of the steps to obtaining approval from the Exchange is to provide a financial plan through which the Company demonstrates how it will be able to make any cash payments required in the first year under the agreement, finance the first year exploration program identified in the technical report and have sufficient working capital for general corporate expenses.

Private Placement

Over the last part of December and early January, the Company carried out a private placement financing offering 9,200,000 Units of its securities at a price of $0.22 per Unit to raise in the order of $2,024,000 of working capital. Each Unit is comprised of one common share and one non-transferable share purchase warrant, with each such warrant entitling the holder to acquire one additional common share at a price of $0.30 for two years, The private placement was fully subscribed and the Company is in the process of closing the offering.

Amended Property Option Agreements

With the private placement raising in the order of $2,000,000, the Company and the Optionor came to an agreement to amend the terms of the Property Option Agreements for both the Santa Barbara and the Falan Properties. These revisions defer part of the cash payment originally due on closing for both the Santa Barbara and the Falan Properties until early in the second year of the Options. The amount deferred is $400,000 for the Santa Barbara Property and $250,000 for the Falan Property. In addition to the payment deferrals, the Company and the Optionor agreed to remove the pre-condition to closing in the Option Agreements that required the Company to complete a financing in the order of $5,000,000. The parties agree that the $2,000,000 raised in the current private placement gives the Company sufficient working capital to meet the revised cash payments on closing ($400,000 on the Santa Barbara and $200,000 on the Falan Property, pay for the initial exploration program on the Santa Barbara Property ($500,000) and the Falan Property ($250,000) and leave in the order of $650,000 to meet the other working capital requirements of the Company going forward. The parties also agreed that should the Company complete a further equity financing of at least $3,000,000 in the next year, the payments that were agreed to be deferred would be accelerated to be made at closing of such private placement financing.

Annual General Meeting Update

Annual General Meeting UpdateOne of the other Exchange requirements before they would approve the transactions was for the Company to obtain approval of the disinterested shareholders of the Company to the possible change of control that could result from the issuance of shares to the Optionor on closing of the acquisition of the Options. At the Company’s Annual General Meeting (“AGM”) held by conference call on December 30, 2020, the disinterested shareholders attending the AGM, unanimously approved the possible change of control.

Debt Settlement Closed

The Company’s Debt Settlement transactions that were approved by disinterested shareholders at theCompany’s Extraordinary General Meeting held December 4, 2020 were closed through the issue of 6,000,000 common shares to the creditors. The shares upon issue bear a legend and are restricted fromtrading until May 12, 2021.

Per: “Richard Wilson
         Richard Wilson, CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or the accuracy of this release.

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