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Pacifica Silver — M&A Activity 2025
Jul 25, 2025
48535_rns_2025-07-25_df7df255-2a80-4bad-a116-268928ca6a59.pdf
M&A Activity
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
PACIFICA SILVER CORP.
(formerly, Roberto Resources Inc.)
1000 – 1055 West Hastings Street
Vancouver, BC V6E 2E9
(the "Company")
Item 2. Date of Material Change
July 18, 2025.
Item 3. News Release
The news releases were issued on July 18, 2025 and disseminated by Newsfile Corp.
Item 4. Summary of Material Change
The Company announced that it has completed the acquisition of the Claudia silver and gold project (the "Project") located in the historic El Papantón mining district in Durango State, Mexico (the "Acquisition"), pursuant to the binding Letter Agreement previously announced on June 30, 2025. In conjunction with closing of the Acquisition, the Company has changed its name to Pacifica Silver Corp.
Item 5. Full Description of Material Change
Acquisition of Claudia Project
The Company announced that that it has completed the Acquisition, pursuant to the binding Letter Agreement previously announced on June 30, 2025. In conjunction with closing of the Acquisition, the Company has changed its name to Pacifica Silver Corp. to better reflect its overall business strategy to acquire and advance highly prospective precious metals projects in the Americas.
Under the terms of the Letter Agreement, the Company entered into a share purchase agreement ("SPA") on July 17, 2025, with Durango Gold Corp., an arms-length private company ("Durango"); Cielo Azul Resources, S.A. de C.V. ("Azul"), a subsidiary of Durango; and Fernando Berdegue de Cima, whereby the Company purchased all of the issued and outstanding shares of Azul from Durango. Azul holds the surface concessions of the Claudia Project.
Under the terms of the SPA, the Company has acquired all of the issued and outstanding shares of Azul. In consideration for Azul, the Company:
(a) Paid Durango US$10,000 cash (the "Closing Cash Payment"), being the closing payment of US$25,000 less the US$15,000 previously advanced to Durango (see news from June 30, 2025);
(b) Issued to Durango 10 million common shares (the "Consideration Shares"), subject to a restriction on resale for a period of 12 months (the "Restriction Period");
(c) Assumed US$651,453 in current accounts payables associated with holding the Project, which includes payroll costs of US$25,940, third-party costs of US$156,236, and mineral concession payments of US$469,277; and
(d) Assumed the obligation to make bonus payments to Silverstone Resources, S.A. de C.V. ("Silverstone"), the previous vendor of the Claudia Project to Durango, contingent on the future
disclosure of National Instrument 43-101-compliant Measured and Indicated resources at the Project.
The payment structure is as follows: (i) 1 to 500,000 ounces of gold or gold equivalent defined, a payment of US$7.0 million; (ii) 500,001 to 1 million ounces of gold or gold equivalent, an additional payment of US$10.0 million; (iii) 1,000,001 to 1.5 million ounces of gold or gold equivalent, a further payment of US$2.0 million. The agreement allows for the gold discovery payments to be paid 50% in company shares and 50% in cash. If the Company is unable to publish a Technical Report disclosing Measured or Indicated resources by December 31, 2029, the Project must be returned to Silverstone.
The Company believes that Durango intends to distribute the Consideration Shares in a proportional manner to its shareholders subject to applicable securities laws. If the Consideration Shares are distributed to Durango shareholders prior to the end of the Restriction Period, the Consideration Shares held by Durango shareholders will continue to be subject to the Restriction Period.
The Company will also be required to assume the obligation to carry out a minimum of 50,000 metres of drilling at the Project until December 31, 2029. Silverstone will also be permitted to explore and mine up to 130,000 tons of material located in the shaft known as "Aguilareña" at the Project.
Name Change to Pacifica Silver Corp.
In conjunction with the Acquisition, the Company has changed its name from "Roberto Resources Inc." to "Pacifica Silver Corp." (the "Name Change"). The Company's common shares commenced trading under the new name and new stock ticker symbol "PSIL" at the start of trading on July 21, 2025, on the Canadian Securities Exchange.
The Name Change changed its name to better reflect the Company's projects and focus on a specific critical metal, silver. Management believes that the Name Change is in the best interest of shareholders and in line with the Company's overall business strategy to pursue and advance precious metals projects in stable jurisdictions.
In connection with the Name Change, the following new ISIN CA6951041095 numbers have been assigned to the common shares of the Company. No action is required to be taken by shareholders with respect to the name change. Outstanding common share and warrant certificates bearing the old name of the Company are still valid and are not affected by the name and ticker symbol change.
Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
None.
Item 8. Executive Officer
Todd Anthony
Chief Executive Officer
604-416-1719
Item 9. Date of Report
July 24, 2025.