December 23, 2024
Vancouver, British Columbia — (December 23, 2024) – Daura Capital Corp. (TSXV:DUR.P) (the “Company” or “Daura”), a capital pool company, announced that it has received conditional acceptance from the TSX Venture Exchange (the “TSXV”) for the closing of its proposed acquisition of Estrella Gold S.A.C. (“Estrella”), which transaction is intended to constitute Daura’s Qualifying Transaction (within the meaning of Policy 2.4 – Capital Pool Companies of the TSXV). Daura has filed a filing statement dated effective December 19, 2024 (the “Filing Statement”), including a 43-101 Technical Report on Estrella’s Cochabamba Project with the TSXV and under Daura’s profile on SEDAR+ at www.sedarplus.ca, which describes the Qualifying Transaction. In addition, Daura announced that it has increased the minimum amount of its previously announced concurrent financing (the “Concurrent Financing”) to be completed in connection with its proposed qualifying transaction (the "Qualifying Transaction") to acquire Estrella Gold S.A.C. (“Estrella”). Daura is also providing updated financial information for Estrella. As previously announced, Daura has entered into a definitive agreement to acquire all of the outstanding shares of Estrella from its shareholders (the "Estrella Shareholders") in consideration for 7,000,000 common shares of Daura. For additional information regarding the Qualifying Transaction, please refer to Daura’s news releases dated July 16, 2024, and July 23, 2024. Increase in Minimum Amount of Concurrent Financing The Company has increased the minimum amount of the Concurrent Financing in order to increase the funds available to the Company upon completion of the Qualifying Transaction. Under the Concurrent Financing, the Company intends to issue a minimum of 20,333,334 units (each a “Unit”) and a maximum of up to 25,000,000 Units at a price of $0.06 per Unit for gross proceeds of between $1,250,000 and $1,500,000. Each Unit will consist of one Daura Share and one (full) share purchase warrant (each a “Warrant”), with each whole Warrant entitling the holder to purchase one additional Daura Share at a price of $0.10 per share for a period of two years from the date of issuance. Net proceeds from the Concurrent Financing will be used to fund exploration of the Estrella project portfolio, expenses related to the Qualifying Transaction, and for general working capital purposes. Subject to the approval of the TSXV, Daura may pay eligible finders a fee equal to 7% of the Concurrent Financing in cash, and 7% in share purchase warrants under the QT Financing. All securities issued under the Concurrent Financing will be subject to hold periods expiring four months and one day after the date of issuance. Additional restrictions may apply under the rules of the TSXV and applicable securities laws. This news release does not constitute an offer to sell, or solicitation of an offer to buy, nor will there be any sale of any of the securities offered in any jurisdiction where such offer, solicitation, or sale would be unlawful, including the United States of America. The securities being offered as part of the Concurrent Financing have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and any applicable state securities laws, or pursuant to available exemptions therefrom. Closing of the Concurrent Financing remains subject to final acceptance by the TSXV. Updated Financial Information for Estrella In addition to the information previously provided in the Company’s news release of July 23, 2024, the Company is providing updated financial information regarding the financial condition and results of operation for Estrella. The following is derived from Estrella’s financial statements for the years ended December 31, 2023 (audited) and 2022 (unaudited) and the interim periods ended September 30, 2024. The following information should be read in conjunction with Estrella’s audited and unaudited financial statements for the periods presented, which financial statements will be included in the filing statement to be filed by Daura on SEDAR in connection with the Qualifying Transaction.