Tesoro Minerals Corp .

TESORO MINERALS CORP .

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 Conso lidation 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.