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Aadirection QT target closes $1.75-million financing

2023-10-19 13:53 ET - News Release

Mr. Mary Ma reports

CLOSING OF NON-BROKERED SUBSCRIPTION RECEIPT FINANCING

Further to conditional acceptance received from the TSX Venture Exchange with respect to Aadirection Capital Corp.'s previously announced qualifying transaction (announced Feb. 2, 2023) with Centenario Gold Corp., Centenario has closed a subscription receipt financing of 11,703,672 subscription receipts of Centenario at a price of 15 cents per subscription receipt for aggregate gross proceeds of $1,755,550.80. The closing of this offering satisfies a key financing condition precedent of the exchange in order for the parties to close the qualifying transaction. The offering proceeds are currently being held in escrow pending conversion of the subscription receipts.

Upon the satisfaction of all remaining conditions of the exchange and the parties with respect to closing the qualifying transaction, each subscription receipt will automatically convert, without payment of additional consideration or further action by the holder thereof, into one Centenario unit. Each unit shall comprise one common share in the capital of the company and one-half of one common share purchase warrant, exercisable at 30 cents per warrant share for a period of two years from issuance.

In consideration of the introduction of subscribers to the offering, and subject to conversion of the subscription receipts, Centenario will pay to certain finders cash commissions of $117,148, being 8 per cent of the aggregate gross proceeds raised by such finders and 780,986 finder warrants, being 8 per cent of the aggregate number of subscription receipts issued under the offering to subscribers introduced by the finders. Each finder warrant will be exercisable for 15 cents for a period of two years following the date of issuance.

Immediately following the conversion of the subscription receipts, the parties will proceed to close the qualifying transaction by way of a three-cornered amalgamation, wherein the subsidiary of the company will amalgamate with Centenario and the securityholders of Centenario will receive free-trading securities of the company (subject to any escrow-imposed requirements of the exchange) (referred to as the resulting issuer) in exchange for their Centenario securities such that Centenario will become a wholly owned subsidiary of the resulting issuer and the shareholders of Centenario will acquire control of the resulting issuer. Accordingly, the subscribers in the offering will end up receiving 1:1 on the same terms and conditions units of the resulting issuer in exchange for their units. Finders will end up receiving finder warrants of the resulting issuer 1:1 on the same terms and conditions as the finder warrants.

Funds received in connection with the offering, once released from escrow concurrent with closing of the qualifying transaction, will be used primarily to finance the second-phase program set out in the National Instrument 43-101 technical report on the Eden property, which includes an initial 1,500-metre drill program, such program to be sufficient to complete the initial $1-million (U.S.) expenditure requirement required by the option agreement. The remainder of the proceeds will be used for general and operating expenses of the resulting issuer for a minimum of one year and include a minimum of $100,000 in unallocated working capital of the resulting issuer.

The company anticipates the completion of the qualifying transaction to close shortly, and the shares of the resulting issuer will commence trading upon issuance of a final exchange bulletin with respect to closing of the qualifying transaction.

About Centenario Gold Corp.

Centenario is an unlisted reporting issuer that, through its subsidiary, holds an option to acquire a 100-per-cent interest in the Eden property, subject to a 1-per-cent net smelter return royalty. The Eden property consists of two contiguous and titled mineral concessions named El Eden and El Eden 1 covering approximately 2,489 hectares. The Eden property is located in the Cosala mining district of southeastern Sinaloa state, Mexico, in the southwestern foothills of the Sierra Madre Occidental, approximately 160 kilometres north of Mazatlan, Mexico.

The Eden property is located on the northern boundary of the Los Reyes property of TSX-V-listed Prime Mining Corp. Pursuant to recent news releases, Prime has provided an updated mineral resource estimate for the Los Reyes property of 1.47 million indicated gold equivalent ounces and 730,000 inferred gold equivalent ounces.

Centenario completed a first-phase exploration program on the Eden property in late 2022. Centenario collected and received assays from both surface and underground workings that returned grades as high as 239.94 grams per tonne gold and 1,389.91 grams per tonne silver. Centenario also completed semi-detailed mapping over a 2.8-kilometre portion of the Buenavista prospect's mineralized corridor, followed by an induced polarization/resistivity geophysical survey and soil sampling program. Additional geophysical and soil sampling studies were completed across the La Provedora prospect, located 1.5 kilometres farther to the east.

About Aadirection Capital Corp.

The company is a capital pool company pursuant to the policies of the TSX Venture Exchange with a view to completing a qualifying transaction. Readers are referred to recent news releases and the filing statement of the company with respect to a detailed description of the proposed qualifying transaction that the company is expecting to complete.

We seek Safe Harbor.

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