Mr. Mark Sumner reports
DAURA CAPITAL CORP. ANNOUNCES CONCURRENT FINANCING FOR ITS PROPOSED QUALIFYING TRANSACTION
Daura Capital Corp. has arranged a non-brokered private placement to be completed concurrent with the company's previously announced proposed qualifying transaction, being the acquisition of Estrella Gold SAC, 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.
We seek Safe Harbor.
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