Centenario Gold Corp. entered into a binding letter agreement to acquire AADirection Capital Corp. (TSXV:AAD.P) for CAD 2.3 million in a reverse merger transaction on January 20, 2023. Centenario Gold Corp. entered into a definitive agreement to acquire AADirection Capital Corp. for CAD 2.3 million in a reverse merger transaction on March 21, 2023. Pursuant to the agreement, the AADirection will acquire 100% of the outstanding common shares in the capital of Centenario by way of a one for one (1:1) share exchange issuing 23.1 million AADirection common shares with a deemed consideration of CAD 2.3 million to the shareholders of Centenario on the closing date. AADirection will also issue 1.93 million share purchase warrants on a one for one (1:1) basis in exchange for all outstanding share purchase warrants of Centenario as at the closing date. AADirection?s name will be changed to Centenario Gold Corp. or such other name as determined by Centenario management and is acceptable to TSX Venture Exchange. Pursuant to the agreement, the parties have agreed to complete a private placement financing (the ?Concurrent Financing?) for aggregate gross proceeds of an estimated CAD 1.75 million to close concurrent with the Closing of the qualifying transaction. Upon Closing, Centenario, with its Mexican Subsidiary, will be wholly owned by AADirection Capital Corp., the shareholders of Centenario will have a controlling interest in AADirection Capital Corp., and the management team of Centenario will assume management of AADirection Capital Corp. The management and the Board of Directors of the Resulting Issuer will consist of Douglas Fulcher, President, Corporate Secretary and Director; Alain Charest, Chief Executive Officer, VP Exploration and Director; Jonathan Younie, Chief Financial Officer; Pablo Mendez, Kevin Milledge and Xiao Qin (Mary) Ma as Directors. In the event that either party terminates this agreement, such party will pay to the counterparty the sum of two hundred thousand dollars CAD 200,000.

The binding letter agreement is to be replaced by a definitive agreement to be entered into by the parties prior to closing. The completion of the transaction is subject to Centenario shareholder approval of the agreement by special resolution at a Centenario shareholder meeting; the execution of the Definitive Agreement; the completion of due diligence by the parties; the completion of the Concurrent Financing; the Issuer completing a name change to Centenario Gold Corp.; the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the respective Boards, and the Exchange; the absence of any material adverse effect on the financial and operational condition or the assets of each of the parties to the Definitive Agreement; the delivery of standard completion documentation; and other conditions precedent customary for a transaction such as the Qualifying Transaction. The sole shareholder of AAD will have approved the deal. Centenario Gold has called a special shareholder meeting on April 11, 2023 to obtain shareholder approval by special resolution. The transaction is subject to Seed Share Resale Restrictions. In connection with the transaction, Centenario held a shareholder meeting on April 11, 2023 at which, among other matters, Centenario shareholders approved by unanimous special resolution the amalgamation. On May 11, 2023, the TSXV granted conditional acceptance of the Transaction. As per filling on May 11, 2023, the AADirection board has approve the transaction. As of October 19, 2023, Centenario has closed a subscription receipt financing of 11,703,672 subscription receipts of Centenario (the "Subscription Receipts") at a price of CAD 0.15 per subscription receipt for aggregate gross proceeds of CAD 1,755,550.80 (the ?Offering?). The transaction is expected to close in May or June of 2023. De Visser Gray acted as accountant to Centenario. Keystone Corporate acted as transfer agent to CGC. Odyssey Trust Company acted as transfer agent to both CGC and AAD. Mao & Ying LLP acted as accountant to AADirection.

Centenario Gold Corp. completed the acquisition of AADirection Capital Corp. (TSXV:AAD.P) in a reverse merger transaction on October 26, 2023. Pursuant to an amalgamation agreement, AADirection acquired all of the issued and outstanding shares of Centenario Gold in consideration for the issuance of 35,499,156 resulting issuer common shares on a 1:1 basis.