Vancouver, British Columbia--(Newsfile Corp. - May 14, 2024) - Daura Capital Corp. (TSXV: DUR.P) (the "Company" or "Daura"), a capital pool company under the policies of the TSX Venture Exchange (the "TSXV"), is pleased to announce a non-brokered private placement to be completed concurrent with the Company's previously announced proposed Qualifying Transaction (the "Concurrent Financing"), being the acquisition of Estrella Gold S.A.C ("Estrella"), as detailed in the Company's news release dated May 6, 2024.

Concurrent Financing

Pursuant to the Concurrent Financing, the Company intends to issue 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.

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 ("Compensation Warrants") having the same terms and conditions as the Warrants.

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 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.

Closing of the Concurrent Financing is subject to the approval of the TSXV.

Additional Information

In accordance with the policies of the TSXV, 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.

If and when a definitive agreement between Daura and Estrella is executed, Daura will issue a subsequent press release in accordance with the policies of the Exchange containing details of the definitive agreement and additional terms of the Qualifying Transaction, including, but not limited to, information relating to Estrella's properties, sponsorship, summary financial information in respect of Daura and Estrella, the names and backgrounds of all persons expected to be Principals and Insiders of the Resulting Issuer, 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
(604) 669-0660
btsang@seabordservices.com

Mark D. Sumner CEO and Director
mark@kiwandagroup.com

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. In addition, mineralization on adjacent properties may not be indicative of the mineralization found on properties owned by the target of the proposed Qualifying Transaction. 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 transaction is subject to conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV 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.

Not for Distribution to US Newswire Services or Dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209154