Roberto Resources Inc. Provides Additional Information on Its Proposed Transaction for the Claudia Gold and Silver Project

Vancouver, British Columbia--(Newsfile Corp. - June 26, 2025) - Roberto Resources Inc. (CSE: RBTO) ("Roberto" or the "Company"). As a result of a review by the British Columbia Securities Commission, the Company is issuing the following press release to clarify its disclosure on its proposed acquisition of the Claudia Project, located in the historic El Papanton mining district in Durango, Mexico (the "Project").

The Company announces that it entered into an extension agreement dated March 31, 2025 with Durango Gold Corp. ("Durango") to extend the due diligence period of the previously announced non-binding letter of intent ("LOI") to acquire the Claudia Project from Durango. The extension of the LOI permits the Company to continue its due diligence of Durango and the Project until June 30, 2025. In addition, on June 25, Durango successfully negotiated and signed an updated agreement with previous owner, being Silverstone Resources, S.A. de C.V. ("Silverstone"), related to the gold discovery premium (described below).

Terms of the Transaction

Under the LOI, the Company and Durango have agreed to settle the terms of a purchase agreement (the "Definitive Agreement") whereby the Company will acquire 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:

• Pay to Durango US$25,000 cash at Closing (the "Closing Cash Payment");

• Issue to Durango 10,000,000 common shares on Closing (the "Consideration Shares"), subject to a restriction on resale for a period of eighteen months (the "Restriction Period");

• Assume up to US$500,000 in current accounts payables associated with holding the Project, which includes mineral concession payments of approximately MEX $8,850,000 or US $465,000;

• 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 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 ratably 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 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.

Completion of the transaction remains subject to a number of conditions, including the completion of satisfactory due diligence, the negotiation and finalization of definitive documentation, 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.

Future Work Program on Janampalla Property

The next phase of the Company's work program on its Janampalla Property will involve a rock chip and soil sampling program on the north-western portion of claim block. The work is anticipated to include 100 rock chip samples near historic mine adits on Janampalla 1 claim for an anticipated cost of $30,000 and an additional 100 soil samples on Janampalla 1 and a portion of Janampalla 2 claims for an anticipated cost of $35,000. Prior to commencing the work program, the Company will be required to engage the local community.

The Company's mineral concession fees are due annual on June 30 of each year. Although concession fees are due on an annual basis, the Company can delay payment of the concession fees for up to one yar. The Company plans to make the 2025 concession payment after June 30, 2025 and prior to June 29, 2026.

About Roberto Resources Inc.

Roberto Resources Inc. is a mineral exploration company that currently holds an option to acquire a one hundred percent (100%) interest in the Janampalla Property located in the Huancavalica Province of Central Perú. Roberto is focused on continuing exploration work that has indicated widespread, high-grade copper-gold mineralization hosted within Manto style veins and disseminations.

Signed,

Todd Anthony
President and CEO

FOR FURTHER INFORMATION PLEASE CONTACT:

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, the acceptance of the CSE. There can be no assurance that the Transaction will be completed as proposed or at all.

Forward Looking Information

This news release contains certain "forward-looking information" and "forward-looking statements" within the meaning of Canadian securities legislation as may be amended from time to time, including, without limitation, statements regarding the perceived merit of the Project, the terms and conditions of the proposed Transaction, potential quantity and/or grade of minerals, the potential size of the mineralized zone, metallurgical recoveries, the completion of the Concurrent Financing and the Transaction and satisfaction of any obligations thereunder, the requisite approvals with respect to the Transaction being obtained. Forward-looking statements are statements that are not historical facts which address events, results, outcomes or developments that the Company expects to occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made, and they involve a number of risks and uncertainties. Certain material assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding the price of gold and silver; the accuracy of mineral resource estimations; that there will be no material adverse change affecting the Company or its properties; that all required approvals will be obtained, including concession renewals and permitting; that political and legal developments will be consistent with current expectations; that currency and exchange rates will be consistent with current levels; and that there will be no significant disruptions affecting the Company or its properties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: risks related to uncertainties inherent in the preparation of mineral resource estimates, including but not limited to changes to the cost assumptions, variations in quantity of mineralized material, grade or recovery rates, changes to geotechnical or hydrogeological considerations, failure of plant, equipment or processes, changes to availability of power or the power rates, ability to maintain social license, changes to interest or tax rates, changes in project parameters, delays and costs inherent to consulting and accommodating rights of local communities, environmental risks, title risks, including concession renewal, commodity price and exchange rate fluctuations, risks relating to COVID-19, the ongoing war in the Ukraine, delays in or failure to receive access agreements or amended permits, risks inherent in the estimation of mineral resources; and risks associated with executing the Company's objectives and strategies, including costs and expenses, as well as those risk factors discussed in the Company's most recently filed management's discussion and analysis, available on www.sedar.com. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/257029