Daura Capital Corp. Enters into Definitive Agreement for Previously Announced Qualifying Transaction

Vancouver, British Columbia--(Newsfile Corp. - July 16, 2024) - Daura Capital Corp. (TSXV: DUR.P) (the "Company" or "Daura"), a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange"), is pleased to announce it has entered into a definitive share exchange agreement (the "Share Exchange Agreement") in respect of its previously announced "qualifying transaction" under the policies of the Exchange the ("Qualifying Transaction") to acquire Estrella Gold S.A.C. ("Estrella").

Pursuant to the terms of the Share Exchange Agreement, the Company will acquire all of the outstanding shares of Estrella in consideration for 7,000,000 common shares in the capital of the Company. No finders' fees or commissions will be paid in connection with the Qualifying Transaction.

Estrella currently holds a 100% interest in 10 exploration concessions covering 7,230 hectares, including a 100% interest in the Antonella Gold Project, a 900-hectare exploration concession. The Estrella concessions are located in the Cordillera Negra of north-central Perú, 513 kilometers north-northwest of Lima and 113 kilometers east of the city of Casma.

Antonella is adjacent to the San Luis gold project, which was recently acquired by Highlander Gold. Highlander has stated they believe San Luis is the highest grade, undeveloped gold project in the world. Daura believes Antonella has potential to become a critical component of this underexplored gold district.

The Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction as defined under the policies of the Exchange, and approval from the shareholders of Daura is not expected to be required.

The completion of the proposed Qualifying Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) receipt of conditional approval from the TSXV; (ii) receipt of all requisite corporate, and shareholder consents and approvals; and (iii) the completion of the Company's previously announced Concurrent Financing, as more described below.

Concurrent Financing

In connection with the proposed Qualifying Transaction, as previously announced, the Company will seek to complete a concurrent non-brokered private placement offering (the "Concurrent Financing") of a minimum of 16,666,667 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 $1,000,000 and $1,500,000. Each Unit will consist of one common share in the capital of the Company (a "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 (further details of which are to be provided), expenses related to the Qualifying Transaction and for general working capital purposes.

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 QT 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.

Additional Information

In accordance with the policies of the Exchange, the Daura Shares are currently halted from trading and will remain halted until further notice.

Daura and Estrella will provide further details in respect of the Qualifying Transaction, in due course once available, by way of press releases.

All information provided in this press release related to Estrella has been provided by management of Estrella and has not been independently verified by management of Daura.

Further updates in respect of the Qualifying Transaction and Concurrent Financing will be provided in subsequent press releases and the Filing Statement to be filed by Daura in connection with the Qualifying Transaction, including, information relating to Estrella's properties, sponsorship, summary financial information in respect of Daura and Estrella, and additional information with respect to the Daura Financing.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

For further information please contact:

Daura Capital Corp.
543 Granville, Suite 501
Vancouver BC V6C 1X8
William T.P. Tsang CFO and Secretary
[phone]
[e-mail]

Mark D. Sumner CEO and Director
[e-mail]

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Daura cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Daura's control. Such factors include, among other things: risks and uncertainties relating to Daura's ability to complete the proposed Qualifying Transaction; and other risks and uncertainties. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Daura undertakes no obligation to publicly update or revise forward-looking information.

Completion of the Qualifying Transaction and the Concurrent Financing is subject to conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/216797