Estrella Gold S.A.C. entered into a letter of intent to acquire Daura Capital Corp. (TSXV:DUR.P) in a reverse merger transaction on October 10, 2019. Estrella Gold S.A.C. entered into a definitive agreement to acquire Daura Capital Corp. (TSXV:DUR.P) in a reverse merger transaction on March 30, 2021. It is currently anticipated that Daura will issue a total of 3 million common shares to acquire Estrella. Daura has also agreed to advance up to CAD 0.1 million to Estrella, of which CAD 0.025 million was advanced upon signing of the letter of intent and will be non-refundable. Subject to Exchange approval, the remaining CAD 0.075 million is expected to be advanced to Estrella as a refundable deposit in the form of a secured loan. Pursuant to the terms of the letter of intent, Daura anticipates completing an equity financing for minimum proceeds of CAD 0.5 million and maximum proceeds of CAD 2 million concurrent with the closing of the qualifying transaction. Upon completion of the qualifying transaction, it is currently anticipated that Daura's existing directors and officers will remain with the Resulting Issuer, and Ernesto Lima Osorio, the majority shareholder of Estrella is expected to join the board of directors of the Resulting Issuer. Pursuant to the terms of the letter of intent, it is expected that Daura and Estrella will negotiate and enter into a definitive agreement incorporating the principal terms of the letter of intent. As of January 24, 2020, Daura Capital, is continuing to work with Estrella on the preparation of all documentation necessary to complete the required filings with the TSXV and complete the proposed qualifying transaction. This includes the preparation of a definitive agreement and the preparation of a geological report complying with the requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects. As on March 27, 2020, Daura Capital Corp. announced that it has closed its previously announced non-brokered private placement for total proceeds of CAD 0.0788 million. Proceeds from the Bridge Financing will be used to fund costs associated with completing the proposed qualifying transaction with Estrella Gold SAC. As of April 12, 2021, Daura Capital increased the minimum amount of the proposed non-brokered private placement financing to be completed concurrent with closing of the transaction. As amended Daura Capital will offer a minimum of 13,250,000 units and a maximum of up to 15,000,000 Units at a price of CAD 0.20 per Unit for gross proceeds of between CAD 2,650,000 and CAD 3,000,000. All securities issued under Qualifying Transaction 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.


Upon completion of the transaction, it is currently anticipated that Daura's existing board of directors, consisting of Mark Sumner, Nicholas Lindsay, Duncan Quinn-Smith, and Christina Cepeliauskas will remain with the resulting issuer, with Raul Ernesto Lima Osorio, the majority shareholder of Estrella, also expected to join the resulting issuer's board of directors. Luis Saenz is expected to be appointed as the Chief Executive Officer with William Tsang continuing as the Chief Financial Officer and Corporate Secretary of the resulting issuer.

The transaction is subject to regulatory approval including TSXV approval, the completion of satisfactory due diligence by Daura and Estrella, Daura shareholder approval and the completion of Daura financing, third party approval and the satisfaction of other conditions obtained in the letter of intent. As on May 29, 2020, closing of the proposed transaction remains subject to the approval of the TSXV. As on December 7, 2020, Daura has made its initial filing with the TSXV for conditional approval to the terms of the proposed transaction and the acquisition of Estrella. Daura is continuing to work diligently towards the completion of the proposed transaction under the policies of the TSXV. Daura intends to complete a non-brokered private placement (the “Bridge Financing”) of up to 1.6 million common shares at a price of CAD 0.15 per share for total gross proceeds of CAD 250,000. Daura is awaiting the receipt of final amounts under proposed non brokered private placement financing. As of April 12, 2021, TSXV conditionally approved the transaction. As on December 14, 2020, Daura move closer to finalizing the acquisition of Estrella Gold. As per the article of November 24, 2021, Daura announces it is continuing to progress towards completion of transaction. The transaction is expected to close by the end of June 2021. Daura anticipates closing transaction and financing by end of November 2021. As of May 2, 2022, the transaction is expected to close by the end of June 2022.

Estrella Gold S.A.C. cancelled the acquisition of Daura Capital Corp. (TSXV:DUR.P) in a reverse merger transaction on November 14, 2022.