Mr. T.P. Tsang reports
DAURA CAPITAL CORP. ENTERS INTO DEFINITIVE AGREEMENT FOR PREVIOUSLY ANNOUNCED QUALIFYING TRANSACTION
Daura Capital Corp. has entered into a definitive share exchange agreement in respect of its previously announced qualifying transaction under the policies of the exchange to acquire Estrella Gold SAC.
Pursuant to the terms of the share exchange agreement, the company will acquire all of the outstanding shares of Estrella in consideration for seven million common shares in the capital of the company. No finders' fees or commissions will be paid in connection with the qualifying transaction.
Estrella currently holds a 100-per-cent interest in 10 exploration concessions covering 7,230 hectares, including a 100-per-cent interest in the Antonella gold project, a 900-hectare exploration concession. The Estrella concessions are located in the Cordillera Negra of north-central Peru, 513 kilometres north-northwest of Lima and 113 kilometres east of the city of Casma.
Antonella is adjacent to the San Luis gold project, which was recently acquired by Highlander Gold. Highlander has stated it believes San Luis is the highest-grade, undeveloped gold project in the world. Daura believes Antonella has potential to become a critical component of this underexplored gold district.
The qualifying transaction is not a non-arm's-length qualifying transaction as defined under the policies of the exchange, and approval from the shareholders of Daura is not expected to be required.
The completion of the proposed qualifying transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including, but not limited to: (i) receipt of conditional approval from the TSX Venture Exchange; (ii) receipt of all requisite corporate, and shareholder consents and approvals; and (iii) the completion of the company's previously announced concurrent financing, as more described below.
Concurrent financing
In connection with the proposed qualifying transaction, as previously announced, the company will seek to complete a concurrent non-brokered private placement offering of a minimum of 16,666,667 units and a maximum of up to 25 million units at a price of six cents per unit for gross proceeds of between $1-million and $1.5-million. Each unit will consist of one common share in the capital of the company and one (full) share purchase warrant, with each whole warrant entitling the holder to purchase one additional Daura share at a price of 10 cents per share for a period of two years from the date of issuance. Net proceeds from the concurrent financing will be used to finance exploration of the Estrella project portfolio (further details of which are to be provided), for expenses related to the qualifying transaction and for general working capital purposes.
Additional information
In accordance with the policies of the exchange, 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.
Further updates in respect of the qualifying transaction and the concurrent financing will be provided in subsequent press releases and the filing statement to be filed by Daura in connection with the qualifying transaction, including: information relating to Estrella's properties, sponsorship, summary financial information in respect of Daura and Estrella, 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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