Mr. William Tsang reports

DAURA GOLD CORP. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Daura Capital Corp. has closed its previously announced qualifying transaction involving the acquisition of Estrella Gold S.A.C. Subject to final acceptance by the TSX Venture Exchange, the company will be a Tier 2 mining issuer focused on the exploration and development of its property, known as the Cochabamba project, located in the Ancash region of north-central Peru.

In conjunction with closing of the qualifying transaction, the company:

• Completed a non-brokered private placement financing for aggregate gross proceeds of $1,466,623;
• Settled outstanding indebtedness of the company of $186,184 in a share-for-debt transaction;
• Changed its name to Daura Gold Corp.

Final acceptance by the TSX-V of the qualifying transaction will occur upon issuance of the TSX-V's final bulletin. Subject to issuance of the final bulletin, trading in the company's common shares is expected to begin on the TSX-V under the company's new name, Daura Gold, and under the company's new trading symbol, DGC. Trading is expected to commence under new symbol at the opening of markets on or about Jan. 27, 2025. Shareholders of the company are not required to take any action with respect to the name change and are not required to exchange their existing share certificates for new certificates bearing the company's new name.

Qualifying transaction

Pursuant to the terms of the share exchange agreement among the company, Estrella Gold S.A.C., and Dr. Raul Ernesto Lima Osorio, Preeya Lakhani and Lara Exploration Ltd. (collectively the Estrella shareholders), the company acquired all of the outstanding shares of Estrella from the Estrella shareholders for a total consideration of seven million common shares of the company. Estrella owns a 100-per-cent undivided interest in the mining concessions making up the Cochabamba project, located in the Ancash region of north-central Peru. Included in the Cochabamba project is the Antonella gold project, a 900-hectare exploration concession adjacent to the San Luis gold project recently acquired by Highlander Silver Corp.

Upon completing the acquisition of Estrella, the company changed its name to Daura Gold.

Additional details of the qualifying transaction and related matters are set out in the filing statement of the company dated Dec. 19, 2024. A copy of the filing statement can be found on the company's SEDAR+ profile.

Concurrent financing and share-for-debt settlement

Concurrent with the completion of the qualifying transaction, the company completed a non-brokered private placement of 24,443,732 units at a price of six cents per unit for total gross proceeds of $1,466,621. Each unit under the concurrent financing consisted of one common share of the company and one common share purchase warrant, with each warrant being exercisable for one additional common 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 Cochabamba project, for expenses related to the qualifying transaction and for general working capital purposes.

In addition to the concurrent financing, the company settled a total of $186,184 in outstanding indebtedness of the company, including $123,184 owed to persons acting as directors and officers of the company upon completion of the qualifying transaction in consideration for 3,103,066 common shares at the concurrent financing price of six cents per share. No warrants were issued in connection with the debt settlement. The participation of such persons in the debt settlement is considered a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Minority Security Holders in Special Transactions. The company relied on the exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair market value of the consideration in such related party transaction did not exceed 25 per cent of the market capitalization of the company.

Resale of the securities distributed in connection with the concurrent financing and the debt settlement are subject to a hold period of four months and one day following the closing date of the concurrent financing.

Directors and officers of the company

Following completion of the qualifying transaction, Dr. Lima was appointed as a member of the company's board of directors, and Luis Saenz was appointed as chief executive officer and a director of the company, with each of the company's existing directors remaining on the board.

An attached table sets out the names of the company's directors and officers upon completion of the qualifying transaction, the municipalities of residence, their principal occupations during the past five years, and the number of shares of the company beneficially owned, directly or indirectly, or over which control is exercised following completion of the qualifying transaction.

Additional details regarding the directors and officers of the company are set out in the filing statement.

Outstanding share capital and escrow

Upon completion of the qualifying transaction, the concurrent financing and the debt settlement, the company had an aggregate of 41,601,466 common shares issued and outstanding, of which 10,244,652 common shares will be subject to Tier 2 value escrow requirements, as shown in an attached table.

As disclosed in the company's filing statement, an additional 2,766,668 common shares are subject to CPC (capital pool company) escrow requirements.

Early warning disclosure

Upon closing of the qualifying transaction, Dr. Lima acquired 4.9 million common shares of the company in consideration for all of his shares of Estrella. The shares acquired by Dr. Lima represent approximately 11.9 per cent of the company's outstanding common shares on a non-diluted basis and 7.5 per cent of the company's outstanding common shares on a fully diluted basis. Prior to closing of the qualifying transaction, Dr. Lima owned 50,000 common shares of the company. Dr. Lima does not have any plans to acquire additional securities or dispose of securities of the company. However, Dr. Lima may acquire or dispose of securities of the company depending on market conditions, changes in plans or other relevant factors.

The foregoing disclosure is being disseminated pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports with respect to the foregoing will appear on the company's profile on SEDAR+ and may also be obtained by contacting the company.

About Daura Capital Corp. (renamed Daura Gold Corp.)

Daura is a mineral resource company focused on the acquisition, exploration and development of metals and mineral deposits in South America.

Daura's current exploration efforts are focused on the Cochabamba project, a prospective gold, silver and copper property covering 10,000 hectares located in the Ancash region in north-central Peru.

We seek Safe Harbor.