Tesoro Minerals Announces Share Consolidation

Suite 1005, 409 Granville Street Vancouver, BC, V6C 1A5 Canada

TESORO MINERALS ANNOUNCES SHARE CONSOLIDATION (Not for distribution to United States newswire services or for dissemination in the United States of America)

June 26, 2025 (TSX Venture Exchange: TES) – Tesoro Minerals Corp., (“Tesoro” or the “Company”) is pleased to announce that it has received approval of shareholders (“Shareholders”) of the Company at its Annual and Special General Meeting held on Tuesday, June 24, 2025 of the previously announced consolidation of the issued and outstanding common shares (“Common Shares”) of the Company at a ratio of four (4) pre-consolidation Common Shares for one (1) post-consolidation Common Shares (the “Consolidation”). The Consolidation is subject to approval TSX Venture Exchange (the “Exchange”). Upon approval of the Exchange, the Common Shares of the Company will trade on a consolidated basis commencing at market open on June 30, 2025 under Exchange symbol “TES” (CUSIP: 88160V201; ISIN: CA88160V2012).

The Consolidation will increase the Company’s flexibility and competitiveness in the market, and will make the Company’s securities more attractive to a wider audience of potential investors.

As a result of the Consolidation, the Company’s currently issued and outstanding 131,627,549 Common Shares will be reduced to approximately 32,906,887 Common Shares, not taking into account any adjustments for rounding. No fractional Common Shares will be issued as a result of the Consolidation. Instead, any fractional Common Share will be rounded down to the nearest whole number of Common Shares and no cash consideration will be paid in respect of fractional Common Shares.

In addition, the exercise price and number of Common Shares of the Company issuable upon the exercise of outstanding stock options, warrants or other convertible securities will be proportionately adjusted to reflect the Consolidation.

The Company is not changing its name or its stock trading symbol in connection with the Consolidation and will continue to trade on the Exchange under the stock symbol “TES”. A letter of transmittal will be sent by mail to registered shareholders holding physical certificates representing their holdings advising them that the Consolidation has taken effect and instructing them to surrender the certificates evidencing their Common Shares for replacement certificates representing the number of Common Shares to which they are entitled as a result of the Consolidation. Until surrendered, each certificate formerly representing Common Shares will be deemed for all purposes to represent the number of Common Shares to which the holder thereof is entitled as a result of the Consolidation.

About Tesoro

The Company has assembled a team of experienced geoscientists with extensive exploration experience in the Americas with the aim of acquiring further assets.

For further information on the Company please contact Scott McLean, Interim President & CEO at [email protected] or (604) 983-8848.

On Behalf of the Board of Directors

“Scott McLean”

Scott McLean

Interim President & CEO

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

Cautionary Statements regarding Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially.

All statements including, without limitation, statements relating to the ability to complete the offering on the proposed terms or at all, anticipated use of proceeds from the offering and receipt of regulatory approvals with respect to the offering as well as any other future plans, objectives or expectations of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include risks relating to the availability of capital and financing, general economic, market or business conditions, regulatory changes, the COVID-19 pandemic or other similar health crisis, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.