AADirection Capital Corp. and Centenario Gold Announce Update on the Qualifying Transaction

VANCOUVER, BC / ACCESSWIRE / March 23, 2023 / AADirection Capital Corp. (TSXV:AAD.P) ("AADirection"), and Centenario Gold Corp. ("Centenario") are pleased to announce an update on the "Qualifying Transaction" (announced Feb. 2, 2023) where AADirection is planning to amalgamate with Centenario. The parties have completed a number of steps towards completing the Qualified Transaction.

Pre-Filing Submissions

The parties made comprehensive pre-filing submissions with the Exchange including providing a draft technical report (the "Technical Report"), draft audited financial statements of Centenario, a comprehensive budget with respect to the use of proceeds with respect to the proposed concurrent subscription receipt ("Subscription Receipt") financing of a minimum $1,750,000 or such higher dollar amount as required by the Exchange (the "Minimum Dollar Amount"), a comprehensive central securities register of Centenario, the results of due diligence investigations, and related information including personal information forms for all proposed insiders of the resulting issuer ("Resulting Issuer") resulting from the closing of the Qualifying Transaction. The parties also provided the Exchange with a formal loan agreement signed by the parties and a separate security agreement as well as initial filing fees of $10,000.

Based on these submissions, the Exchange approved the secured loan of $150,000 from AADirection to Centenario. The proceeds were used by Centenario to make the property payment on the Eden Property due March 24, 2023 (no other property payments are due until March 24, 2024), and for expenses of the Qualifying Transaction. The loan is secured by way of a general security agreement against the assets of Centenario.

Also based on these submissions, the Exchange indicated that AADirection was a good candidate to receive a waiver of the sponsorship requirement (as otherwise required pursuant to the CPC Policy of the Exchange). No final determination will be made until after the formal application by AADirection for Exchange acceptance of the Qualifying Transaction which is not expected to occur until at least some date in April.

The Exchange has also provided initial minor comments on Centenario's financial statements, and provided comprehensive comments on the Technical Report which are being addressed.

Definitive Agreement

The Definitive Agreement between the parties has now been signed and Sedar filed under AADirection's profile. With this step completed, Centenario's audited financial statements are expected to be finalized and signed off by the auditors next week.

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