News Release
Daura Gold Corp. Announces Closing of Qualifying Transaction

January 21, 2025

Vancouver, British Columbia — (January 21, 2025) – Daura Gold Corp. (formerly Daura Capital Corp.) (TSXV:DGC) (the “Company” or “Daura”) is pleased to announce that it has closed its previously announced qualifying transaction involving the acquisition of Estrella Gold S.A.C. (the “Qualifying Transaction”). Subject to final acceptance by the TSX Venture Exchange (the “TSXV”), the Company will be a Tier 2 Mining issuer focused on the exploration and development of its Cochabamba Project, located in the Ancash Region of north-central Peru.


In conjunction with the closing of the Qualifying Transaction, the Company:

  • Completed a non-brokered private placement financing (the “Concurrent Financing”) for aggregate gross proceeds of $1,466,623,
  • Settled outstanding indebtedness of the Company totaling $186,184 in a shares-for-debt transaction (the “Debt Settlement”), and
  • Changed its name to “Daura Gold Corp.”


Final acceptance by the TSXV of the Qualifying Transaction will occur upon issuance of the TSXV’s final bulletin (the “Final Bulletin”). Subject to issuance of the Final Bulletin, trading in the Company’s common shares is expected to begin on the TSXV under its new name “Daura Gold Corp.” and the trading symbol “DGC.” Trading is expected to commence under the new symbol at the opening of markets on or about January 27, 2025. Shareholders of the Company are not required to take any action with respect to the name change or exchange their existing share certificates for new ones.


Qualifying Transaction


Pursuant to the terms of the share exchange agreement (the “Share Exchange Agreement”) among the Company, Estrella Gold S.A.C. (“Estrella”), and its shareholders, the Company acquired all of the outstanding shares of Estrella for a total consideration of 7,000,000 common shares of Daura. Estrella owns a 100% interest in the mining concessions comprising the Cochabamba Project, located in the Ancash Region of north-central Peru. This includes the Antonella Gold Project, a 900-hectare exploration concession adjacent to the San Luis Gold Project recently acquired by Highlander Silver Corp.


Additional details of the Qualifying Transaction are included in the Company’s filing statement dated December 19, 2024 (the “Filing Statement”), which is available under Daura’s profile on SEDAR+ at www.sedarplus.ca.


Concurrent Financing and Debt Settlement


Concurrent with the Qualifying Transaction, the Company completed a non-brokered private placement of 24,443,732 units (each a “Unit”) at a price of $0.06 per Unit, for total gross proceeds of $1,466,621. Each Unit consisted of one common share and one share purchase warrant (each a “Warrant”). Each Warrant is exercisable for one additional common share at $0.10 per share for two years from the issuance date. Proceeds from the financing will fund exploration of the Cochabamba Project, transaction expenses, and general working capital.


The Company also settled $186,184 of outstanding debt through the issuance of 3,103,066 common shares at $0.06 per share. Of this amount, $123,184 was owed to directors and officers of the Company. No Warrants were issued as part of the Debt Settlement. These transactions qualify as “related party transactions” under TSXV Policy 5.9 and MI 61-101. The Company relied on exemptions for formal valuation and minority approval requirements as the fair market value of the transaction did not exceed 25% of Daura’s market capitalization.



Securities issued in the Concurrent Financing and Debt Settlement are subject to a four-month hold period. The Concurrent Financing was not registered under the United States Securities Act of 1933, and securities may not be sold in the U.S. unless registered or an exemption applies.

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 follows:

As disclosed in the Company’s Filing Statement, an additional 2,766,668 common shares are subject to CPC escrow requirements.


Early Warning Disclosure


Upon closing of the Qualifying Transaction, Dr. Raul Ernesto Lima Osorio acquired 4,900,000 common shares of the Company in exchange for all his shares of Estrella. The shares acquired by Dr. Lima represent approximately 11.9% of the Company’s outstanding common shares on a non-diluted basis and 7.5% on a fully diluted basis. Prior to the closing, Dr. Lima owned 50,000 common shares of the Company.


Dr. Lima does not currently have plans to acquire additional securities or dispose of his holdings in the Company. However, he may acquire or dispose of securities depending on market conditions, changes in plans, or other relevant factors.


This disclosure is being made pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting. Copies of the early warning reports will be available on the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com and can also be obtained by contacting the Company at the details provided below.


About Daura Gold Corp.
Daura Gold Corp. is a mineral resource company focused on the acquisition, exploration, and development of metals and mineral deposits in South America. The Company’s current exploration efforts are focused on the Cochabamba Project, a prospective gold, silver, and copper property covering 10,000 hectares in the Ancash region of north-central Peru.


For Further Information, Please Contact:


Daura Gold Corp.
543 Granville, Suite 501
Vancouver, BC V6C 1X8


William T.P. Tsang
CFO and Secretary
(604) 669-0660
btsang@seabordservices.com


Mark D. Sumner
CEO and Director
mark@kiwandagroup.com


Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking statements that reflect management's current estimates, beliefs, intentions, and expectations. These statements are not guarantees of future performance. Daura cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond its control.


Such factors include, but are not limited to: future prices and the supply of gold and other metals; future demand for precious and base metals; the inability to raise necessary funding for property retention and advancement; known and unknown environmental liabilities; general business, economic, competitive, political, and social uncertainties; results of exploration programs; risks associated with mineral exploration; delays in obtaining governmental approvals; and failure to obtain necessary regulatory or shareholder approvals.


There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events may differ materially from those anticipated. Readers are cautioned not to place undue reliance on forward-looking statements. Daura disclaims any obligation to update or revise forward-looking statements, whether due to new information, future events, or otherwise, except as required by law.


NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.

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Daura Gold Corp. Issues Correction to News Release Announcing Shares for Debt Transaction

February 21, 2025
Vancouver, British Columbia — (February 21, 2025) – Daura Gold Corp. (formerly Daura Capital Corp.) (TSXV:DGC) (the “ Company ” or “ Daura ”) is announcing a correction to its news release regarding the settlement of outstanding indebtedness for securities of the Company. The Company’s news release dated February 19, 2025 incorrectly stated the unit price and warrant exercise price for the units issued in settlement of $101,200 in outstanding indebtedness owed to an arms-length third party. Pursuant to the polices of the TSX Venture Exchange (the “TSXV”), in settlement of the indebtedness, the Company will issue an aggregate of 1,124,444 units (each a “Unit”) at a price of $0.09 per Unit. Each Unit will consist of one common share of the Company and one warrant exercisable at a price of $0.115 per share for a period of two years from the date of issuance. Closing remains subject to the approval of the TSX Venture Exchange. The securities to be issued pursuant to the Debt Settlement will be subject to a hold period of four months and one day following the date of issuance, in accordance with applicable securities laws and TSXV policies.

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February 19, 2025
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Daura Capital Corp. Announces TSXV Conditional Acceptance and Filing of Filing Statement for Qualifying Transaction

December 23, 2024
Vancouver, British Columbia — (December 23, 2024) – Daura Capital Corp. (TSXV:DUR.P) (the “Company” or “Daura”), a capital pool company, announced that it has received conditional acceptance from the TSX Venture Exchange (the “TSXV”) for the closing of its proposed acquisition of Estrella Gold S.A.C. (“Estrella”), which transaction is intended to constitute Daura’s Qualifying Transaction (within the meaning of Policy 2.4 – Capital Pool Companies of the TSXV). Daura has filed a filing statement dated effective December 19, 2024 (the “Filing Statement”), including a 43-101 Technical Report on Estrella’s Cochabamba Project with the TSXV and under Daura’s profile on SEDAR+ at www.sedarplus.ca, which describes the Qualifying Transaction. In addition, Daura announced that it has increased the minimum amount of its previously announced concurrent financing (the “Concurrent Financing”) to be completed in connection with its proposed qualifying transaction (the "Qualifying Transaction") to acquire Estrella Gold S.A.C. (“Estrella”). Daura is also providing updated financial information for Estrella. As previously announced, Daura has entered into a definitive agreement to acquire all of the outstanding shares of Estrella from its shareholders (the "Estrella Shareholders") in consideration for 7,000,000 common shares of Daura. For additional information regarding the Qualifying Transaction, please refer to Daura’s news releases dated July 16, 2024, and July 23, 2024. Increase in Minimum Amount of Concurrent Financing The Company has increased the minimum amount of the Concurrent Financing in order to increase the funds available to the Company upon completion of the Qualifying Transaction. Under the Concurrent Financing, the Company intends to issue a minimum of 20,333,334 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 $1,250,000 and $1,500,000. Each Unit will consist of one 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, 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 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 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 Concurrent 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 remains subject to final acceptance by the TSXV. Updated Financial Information for Estrella In addition to the information previously provided in the Company’s news release of July 23, 2024, the Company is providing updated 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 December 31, 2023 (audited) and 2022 (unaudited) and the interim periods ended September 30, 2024. 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.
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