The TSX Venture Exchange has accepted for filing the qualifying transaction of Aadirection Capital Corp. (to be renamed Centenario Gold Corp.), as described in its filing statement dated May 11, 2023. As a result, effective at the opening on Tuesday, Oct. 31, 2023, the trading symbol for Aadirection will change from AAD.P to CTG and Aadirection will no longer be considered a capital pool company, thereafter the resulting issuer. The qualifying transaction includes the following matters, all of which have been accepted by the exchange.

Acquisition of all of the shares of Centenario

Pursuant to an amalgamation agreement dated March 21, 2023, among Aadirection, a wholly owned subsidiary of Aadirection and Centenario, Aadirection acquired all of the issued and outstanding shares of Centenario in consideration of the issuance of 23,138,818 common shares of Aadirection on a 1:1 basis, with the subsidiary of Aadirection and Centenario amalgamating and continuing as the subsidiary or the resulting issuer.

Centenario has the sole and exclusive option to acquire 100 per cent of the rights and interests in the Eden property, subject to a 1.0-per-cent net smelter return (NSR) royalty. The Eden property, located on the border of the states of Durango and Sinaloa, Mexico, consists of two contiguous and titled mineral concessions named El Eden and El Eden 1, covering approximately 2,489 hectares.

Prior to closing the qualifying transaction, Centenario completed a non-brokered private placement of subscription receipts at a price of 15 cents per subscription receipt for gross proceeds of $1,755,550.80. Just prior to the qualifying transaction, each subscription receipt was converted into a Centenario unit, consisting of one Centenario share and one-half of one Centenario warrant, each whole Centenario warrant entitling the holder to purchase one Centenario share at a price of 30 cents for 24 months following the date of issuance. Centenario units were exchanged for resulting issuer units on the same terms and conditions as the Centenario units pursuant to the amalgamation on closing of the QT.

Finders' fees in the amount of $117,747.99 were paid by Centenario in connection with subscribers in the financing introduced by qualified finders. Centenario also issued 784,986 finders' warrants to qualified finders, with each such finder's warrant being exercisable into a resulting issuer share at 15 cents per resulting issuer share for a period of two years from conversion of the subscription receipts.

For more information regarding Aadirection and the resulting issuer, see the filing statement, which is available under Centenario's profile (formerly Aadirection) on SEDAR+.