Vancouver, British Columbia–(Newsfile Corp. – May 2, 2022) – Daura Capital Corp. (TSXV: DUR.P) (the “Company” or “Daura“), a capital pool company under the policies of the TSX Venture Exchange (the “TSXV“) is providing an update with respect to its previously announced proposed qualifying transaction involving the proposed acquisition of Estrella Gold S.A.C. (“Estrella“) and Estrella’s Cochabamba Project located in the Ancash Region of Peru (the “Qualifying Transaction“) (see the Company’s news releases dated March 30, 2021, April 12, 2021 and November 24, 2021).
Update on Qualifying Transaction
The Company announces that it is continuing to progress towards completion of the Qualifying Transaction. The Company is also continuing to progress towards the receipt of final amounts under the proposed non-brokered private placement financing to be completed concurrently with closing of the Qualifying Transaction (the “QT Financing“). In addition, subscriptions for gross proceeds of $101,200 originally allocated to the QT financing have been advanced to the Company as a convertible loan (the “Convertible Loan“), to be used by the Company for general working capital purposes and to pay for expenses related to completion of the Qualifying Transaction and the QT Financing.
Under the terms of the Convertible Loan, the amounts advanced are non-interest bearing and are payable on or before June 30, 2023. Upon closing of the QT Financing, the outstanding principal will be converted into units having the same terms as the units being offered under the QT Financing (each a “Unit”) at a conversion price of $0.20 per Unit, equal to the subscription price under the QT Financing.
The Company has received subscriptions for a total of 13,179,000 Units under the QT Financing for expected gross proceeds of $2,635,800, representing total gross proceeds of $2,737,000 together with gross proceeds under the Convertible Loan. As previously announced, each Unit will consist of one common share of the Company (a “Daura Share“) and one-half of one share purchase warrant (each a “Warrant“), with each whole Warrant entitling the holder to purchase one additional Daura Share at a price of $0.30 per share for a period of two years from the date of issuance. Net proceeds from the QT Financing will be used to fund exploration of the Cochabamba Project, expenses related to the Qualifying Transaction and for general working capital purposes.
Subject to prior acceptance by the TSXV, Daura may pay eligible finders a fee equal to 7% of the QT Financing in cash, and 7% in share purchase warrants under the QT Financing. All securities issued under the QT 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.
The Company anticipates closing the Qualifying Transaction and the QT Financing by the end of June 2022.
In accordance with the policies of the TSXV, the Company’s common shares will continue to remain halted from trading until further notice and pending closing of the Qualifying Transaction and the QT Financing and final acceptance by the TSXV.
Daura and Estrella will provide further details in respect of the Qualifying Transaction, in due course once available, by way of press releases.
Investors are cautioned that, except as disclosed in the filing statement 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 the Company should be considered highly speculative.
For further information please contact:
Daura Capital Corp.
543 Granville, Suite 501
Vancouver BC V6C 1X8
William T.P. Tsang CFO and Secretary
Mark D. Sumner CEO and Director
NEITHER 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.
Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they 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 Daura’s control. Such factors include, among other things: risks and uncertainties relating to Daura’s ability to complete the proposed Qualifying Transaction; and other risks and uncertainties. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Daura undertakes no obligation to publicly update or revise forward-looking information.
Completion of the Qualifying Transaction is subject to conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
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.
A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
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