Pacifica Silver — Regulatory Filings 2025

Jul 9, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

ROBERTO RESOURCES INC.
1000 – 1055 West Hastings Street
Vancouver, BC V6E 2E9

(the "Company")

Item 2. Date of Material Change

June 30, 2025

Item 3. News Release

The news releases were issued on June 30, 2025 and disseminated by Newsfile Corp.

Item 4. Summary of Material Change

The Company announced changes to its board of directors. The Company also announced the signing of a binding letter agreement to acquire the Claudia Gold and Silver Project in Durango, Mexico.

Item 5. Full Description of Material Change

Board of Directors

The Company announced the appointment of Mr. Ramon Mendoza to its board of directors, effective June 30, 2025. The Company also announced that Jake Garland has stepped down as a director to pursue other opportunities.

Claudia Gold and Silver Project

The Company announced the signing of a binding letter agreement (the "Letter Agreement") to acquire the Claudia Project (the "Acquisition"), a low sulfidation epithermal gold-silver exploration property (the "Project") in the historic El Papanton mining district in Durango, Mexico from Durango Gold Corp., an arms-length private company ("Durango"). The Letter Agreement supersedes the previously entered into non-binding letter of intent (the "LOI") (see news releases dated February 18, 2025 and June 26, 2025).

Under the terms of the Letter Agreement, the Company has agreed to acquire all of the issued and outstanding shares of Cielo Azul Resources, S.A. de C.V. ("Azul"), a subsidiary of Durango that holds the surface concessions of the Project. In consideration of Azul, the Company will:

a. Pay to Durango US$25,000 cash at Closing (the "Closing Cash Payment");
b. Issue to Durango 10,000,000 common shares on Closing (the "Consideration Shares"), subject to a restriction on resale for a period of twelve (12) months (the "Restriction Period");
c. Assume 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;
d. Assume the obligation to make bonus payments to Silverstone, if a Measured and Indicated Resource is disclosed ranging from 1 to 500,000 ounces of gold or gold equivalent (payment of US$7.0 million), 500,001 to 1,000,000 ounces of gold or gold equivalent (payment of an additional US$10.0 million), and 1,000,001 to 1,500,000 ounces of gold or gold equivalent (payment of an

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additional 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 rateably to its shareholders subject to applicable securities laws. If the Consideration Shares are distributed to the Durango shareholders prior to the end of the Restriction Period, the Consideration Shares held by the Durango shareholders will continue to be subject to the Restriction Period. The LOI previous set the Restriction Period as 18 months, however, the parties negotiated a shorter restriction period of 12 months under the Letter Agreement.

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 exploration and mine up to 130,000 tons located in the shaft known as "Aguilerena" at the Project.

The Company has loaned US $15,000 (the "Loan") to Durango for Durango to satisfy its legal and accounting costs of the transaction. If the parties complete the proposed transaction, the Loan will be applied against the Closing Cash Payment.

The Company, Durango, Mr. Ferando Berdegue and Azul will enter into a comprehensive share purchase agreement for the purchase and sale of the shares of Azul in Mexico (the "Share Purchase Agreement"). The Share Purchase Agreement will contain terms, covenants, representations and warranties as would be expected for the Acquisition.

Completion of the Acquisition remains subject to a number of conditions, including receipt of any required regulatory and third-party consents, approval of the CSE, and the satisfaction of other customary closing conditions. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

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 9, 2025.