Mr. Mark Sumner reports

DAURA CAPITAL CORP. PROVIDES UPDATE ON PROPOSED QUALIFYING TRANSACTION

Daura Capital Corp. has provided an update on the status of its proposed qualifying transaction to acquire Estrella Gold SAC.

As previously announced, Daura has entered into a definitive agreement to acquire all of the outstanding shares of Estrella from its shareholders in consideration for seven million common shares of Daura. In addition, Daura has made its initial filings with the TSX Venture Exchange to seek conditional acceptance of the proposed qualifying transaction. Daura is continuing to work diligently toward the completion of the proposed qualifying transaction under the policies of the TSX-V.

About Estrella Gold SAC and the Cochabamba project

Estrella is a closely held corporation (SAC) formed under the laws of Peru and engaged in the acquisition and exploration of mineral resource properties. Estrella was formed in August, 2018, for the purpose of engaging in the business of acquiring, exploring and developing mineral resource properties. Estrella's principal focus to date has been on the acquisition of the mining concessions and applications making up the Cochabamba project.

The Cochabamba project consists of 10 mining concessions covering an effective area of 7,223.87 hectares, located on the western flank of the Cordillera Negra, in north-central Peru. Included in the Cochabamba project mining concessions that Estrella owns is the Antonella Daniela I concession. The Antonella Daniela I concession covers an area of 900 hectares and is currently the main area of interest on the Cochabamba project. The mineralized veins of the old Esperanza mine form the current main area of interest and were the focus of the bulk of previous exploration activity. The mine is centred at 187,000 mE 8,956,000 mN and at an altitude of 3,700 metres above sea level, and lies entirely within the Antonella Daniela I concession. Politically, the project is located within the rural community/districts of Cochabamba, Cacchan, Ecash and Colcabamba, in the province of Huaraz, department of Ancash. The Cochabamba project is an exploration-stage project prospective for gold, silver, copper, lead and zinc.

The Antonella Daniela I concession is currently the main area of exploration on the Cochabamba project, and was most recently explored and drilled by Minera Silex Peru SRL from 2006 to 2012.

Minera Silex drilled a total of 11 holes located within the current Antonella Daniela 1 concession. Drilling totalled 2461 metres in 11 diamond drill holes, from which 360 metres of core yielded 314 samples. All holes intercepted veining and mineralized intervals with the best results coming from CBD11001, CBD11002, CBD11003, CBD11004, CBD11004A, CBD11004B, CBD11006, CBD11007 and CBD11008. Holes CBD11005, CBD11009 CBD11010 and CBD11011 intercepted veining and low-grade mineralization.

Interpreted sections and mineralized intervals presented herein for holes CBD11002 and CBD11004B are representative of the style of mineralization and grades reported by Minera Silex.

The technical information in this news release has been reviewed and approved by Owen D.W. Miller, the author of the technical report on the Cochabamba project, a qualified person within the meaning of National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

Financial information

An attached table represents selected financial information regarding the financial condition and results of operation for Estrella. The following is derived from Estrella's financial statements for the years ended Dec. 31, 2023 (audited), and 2022 (unaudited). The following information should be read in conjunction with Estrella's audited and unaudited financial statements for the periods presented, which financial statements will be included in the filing statement to be filed by Daura on SEDAR+ in connection with the qualifying transaction.

* Presented in Peruvian soles.

About the qualifying transaction

Daura entered into a definitive share exchange agreement dated July 16, 2024, with Estrella and the Estrella shareholders, whereby Daura has agreed to acquire all of the outstanding shares of Estrella from the Estrella shareholders in exchange for an aggregate of seven million common shares in the capital of Daura. It is expected that, upon completion of the proposed qualifying transaction, the company will change its name to Daura Gold Corp., with Estrella being a wholly owned subsidiary of the resulting issuer.

The qualifying transaction will be an arm's-length transaction, and approval from the shareholders of Daura is not expected to be required. No finders' fees or commissions are expected to be paid in connection with the completion of the qualifying transaction.

Closing of the qualifying transaction remains subject to the satisfaction of certain conditions precedent, including, but not limited to, closing of the concurrent financing, satisfactory completion by Daura of its due diligence investigations, and the receipt of all required third party consents, waivers or approvals, including the approval of the TSX-V.

Daura previously advanced to Estrella the sum of $25,000 (U.S.) as a non-refundable deposit, and loaned to Estrella an additional $75,000 and $115,000 (U.S.). The loans are secured by the assets of Estrella and bear interest at a rate of 10 per cent per annum. The advance and the loans were previously provided to Estrella in 2019 and 2020 in connection with the company's prior efforts to acquire Estrella, which efforts were mutually terminated by the parties due to unfavourable market conditions at the time. However, the loans remained outstanding due to Estrella's inability to repay them. No new loans or deposits will be advanced to Estrella prior to completion of the qualifying transaction.

Upon completion of the qualifying transaction, it is anticipated that the resulting entity will cease to be a capital pool company, and will be classified as a Tier 2 mining issuer engaged in the business of exploring and developing the Cochabamba project. In addition, the resulting issuer may explore and develop such other properties and interests as may be subsequently acquired by the resulting issuer.

Proposed directors, officers and insiders of the resulting issuer

Upon completion of the qualifying transaction, it is currently anticipated that Daura's existing board of directors, consisting of Mark Sumner, Duncan Quinn-Smith and Christina Cepeliauskas, will remain with the resulting issuer, with Dr. Raul Ernesto Lima Osorio, the majority shareholder of Estrella, also expected to join the resulting issuer's board of directors. Luis Saenz is expected to be appointed as the chief executive officer of the company, with William Tsang continuing as the chief financial officer of the resulting issuer.

The following provides a brief background of each person who is expected to be a director or officer of the resulting issuer upon completion of the qualifying transaction.

Luis Saenz, chief executive officer

Mr. Saenz is a finance executive with over 30 years of experience in corporate finance, strategic consulting and metal trading with a focus on Latin America. He was recently CEO of Compania Minera Quiruvilca (Peru) and director of business development for Latin America at the engineering multinational Ausenco (Australia). Mr. Saenz is founder and former CEO of Li3 Energy (later Bearing Lithium Corp.), which held a stake in the Maricunga lithium project in Chile, recently sold to Codelco. In addition, he is a director of Atico Mining Corp., which operates El Roble mine in Colombia and develops La Plata polymetallic project in Ecuador. Throughout his career, Mr. Saenz has held senior executive positions at Standard Bank of South Africa, Merrill Lynch and Pechiney World Trade. He has a BA in economics and international affairs from Franklin & Marshall College in Lancaster, Pa.

William Tsang, chief financial officer

Mr. Tsang is currently a senior accountant at Seabord Management Inc. He is a chartered professional accountant with a bachelor of commerce from the University of British Columbia, and has more than 10 years of financial accounting and auditing experience in the mineral exploration and mining industry. He had worked in public practice, providing professional services and advice to publicly traded companies on the New York Stock Exchange, TSX-V and OTC markets on various public reporting services, such as qualifying transactions for reverse takeover, mergers and acquisitions, and financing transactions. In addition to being the current CFO for Daura, Mr. Tsang currently acts as the CFO of Lara Exploration Inc. and Pampa Metals Corp.

Mark Sumner, director

Mr. Sumner is the founder and managing director of Kiwanda Group LLC, a United States-based resource venture capital business. Founded in 2007, Kiwanda Group has financed mining and exploration projects across a range of commodities and regions, with a particular focus on metals in South America. Prior to founding Kiwanda Group, Mr. Sumner was an investment specialist at Madison Avenue Financial Group, a private wealth boutique based in Portland, Ore. Mr. Sumner is also on the board of BiFox Ltd., an unlisted Chilean phosphate rock development company. Mr. Sumner previously held the position of executive chairman for Valor Resources Ltd.

Duncan Quinn-Smith, director

Mr. Quinn-Smith has law degrees from the University of Bristol (LL.B), Bristol, England, and Columbia University (LL.M), New York, United States. Mr. Quinn-Smith was formerly an attorney at the offices of Kirkland & Ellis LLP in New York, specializing in all aspects of private equity transactions. He founded DQ LLC, a luxury lifestyle brand, in 2003, where he holds the position of chief executive officer.

Christina Cepeliauskas, director

Ms. Cepeliauskas is a CPA, CGA, a professional accountant with more than 25 years of financial accounting and treasury experience in the mineral exploration and mining industry. She is currently the chief administrative officer of EMX Royalty Corp. and was the chief financial officer of EMX for 12 years from September, 2008, to July, 2021. She was the CFO of Pan Gold Resources Inc. from May, 2009, to August, 2022, and CFO of Reservoir Capital Corp. from May, 2009, to May, 2019. She has been a member of the Institute of Corporate Directors since May, 2015, since she completed the comprehensive corporate directors program.

Raul Ernesto Lima Osorio, director

Dr. Lima is the majority shareholder of Estrella. Upon completion of the qualifying transaction, it is anticipated that Dr. Lima will own more than 10 per cent of the outstanding common shares of the resulting issuer. Dr. Lima has over 20 years of experience in the mining and exploration business across South America. Dr. Lima has been responsible for numerous mining development and construction projects throughout Uruguay, Brazil, Chile, Venezuela, Argentina and Peru. Dr. Lima's notable engineering and construction experience in South America includes engineering and development of the San Grigorio gold mine in Uruguay for Rea Gold Corp. (now operated by Orosur), construction and engineering of the $450-million Pirquitas open-pit silver mine in Argentina for Silver Standard Resources and engineering and construction of the Tucano gold-iron mining project in Brazil for Beadell Resources Ltd. Dr. Lima was previously chief operating officer for Valor Resources, an Australian Securities Exchange-listed metal company focused on the development of the Berenguela polymetallic project in the Puno department of Peru. He is currently the chief operating officer of Bifox Ltd., an Australian company developing fertilizer assets in Chile.

Dr. Lima holds an engineering degree from the University of the Republic in Montevideo, Uruguay, an MBA from ORT University in Montevideo and a doctorate in management with a focus on mining projects from University of Phoenix. Dr. Lima is a resident of Montevideo, Uruguay, and speaks fluent English, Portuguese and native Spanish.

Concurrent financing

Pursuant to the concurrent financing, the company intends to issue 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 Daura share 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, for expenses related to the qualifying transaction and for general working capital purposes.

Subject to the approval of the TSX-V, Daura may pay eligible finders a fee equal to 7 per cent of the concurrent financing in cash, and 7 per cent in share purchase warrants under the QT financing.

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 TSX-V and applicable securities laws.

Closing of the concurrent financing is subject to the approval of the TSX-V.

Sponsorship of the qualifying transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless exempt in accordance with TSX-V policies. Daura intends to apply for an exemption from the sponsorship requirements.

Additional information

In accordance with the policies of the TSX-V, 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.

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.