Ms. Mary Ma reports

AADIRECTION CAPITAL CORP. AND CENTENARIO GOLD ANNOUNCE UPDATE ON THE QUALIFYING TRANSACTION

Aadirection Capital Corp. and Centenario Gold Corp. have provided 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 toward completing the qualified transaction.

Prefiling submissions

The parties made comprehensive prefiling submissions with the exchange, including providing a draft 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 financing of a minimum $1.75-million or such higher dollar amount as required by the exchange, 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 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 capital pool company 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 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 auditor next week.

Annual and special meeting

Centenario has called a special shareholder meeting for Tuesday, April 11, 2023, at 10 a.m. to obtain shareholder approval by special resolution, with respect to the amalgamation of Centenario with Aadirection, which includes the offering of dissent rights to shareholders. The meeting will be held at the Centenario offices at 615, 800 West Pender St., Vancouver, B.C. The record date was set at March 15, 2023, and the notice, information circular and proxy have been mailed to Centenario shareholders, and have also been SEDAR filed.

Concurrent financing

The proposed concurrent subscription receipt financing is proceeding smoothly with the final form subscription agreement being circulated to prospective investors and Centenario having received expressions of interest to fill the minimum amount of $1.75-million to close in escrow in advance of the closing of the qualifying transaction.

As a condition of closing of the offering, such dollar amount as is equal to or greater than the minimum dollar amount must have been delivered to the escrow agent to be held in the escrow agent's trust bank account and not released until the escrow release conditions (as defined below) have been satisfied. On closing of the offering, the escrowed proceeds will be held by the escrow agent in the escrow account.

Upon delivery by Centenario to the escrow agent of a release notice, the escrow agent will release the escrowed proceeds to Centenario. The release notice will confirm the satisfaction or waiver of the following conditions, among others:

1. Approval of the amalgamation by the shareholders of Centenario by special resolution;
2. The conditions precedent in the definitive agreement for completion of the amalgamation and qualifying transaction, other than the financing condition (which will be satisfied with the escrow release);
3. Receipt of written conditional acceptance of the qualifying transaction by the exchange and, other than the financing condition, the satisfaction of all material conditions precedent of the exchange contained in its conditional acceptance such that, upon the escrow release, the amalgamation of the parties will proceed immediately and all securities of Centenario will be exchanged for securities of Aadirection on a one-for-one basis; to obtain conditional acceptance, the parties are required to submit a comprehensive filing statement that must be in form and content required by the exchange; the filing statement is at the preparation stage;
4. Receipt of any other required regulatory approvals.

Upon satisfaction or waiver of the escrow release conditions, each subscription receipt will be automatically converted or exchanged, without further action by the holder of such subscription receipt (and for no additional consideration), for one unit with each Centenario unit consisting of one common share of Centenario and one-half of one share purchase warrant, subject to adjustment in certain events. Each warrant will entitle the holder to purchase one common share at a price of 30 cents for 24 months following the date of issuance of the warrants. The amalgamation will then proceed immediately (expected on the same day as the escrow release).

About Aadirection Capital Corp.

The Aadirection, a capital pool company within the meaning of the policies of the exchange, was incorporated in British Columbia on Dec. 1, 2020, and was listed on the exchange on Aug. 17, 2021. The Aadirection does not have any operations and has no assets other than cash. The Aadirection business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction.

About Centenario Gold Corp.

Centenario, through its Subsidiary, holds an option on a resource exploration property, which consists of two contiguous and titled mineral concessions named El Eden and El Eden 1 covering approximately 2,489 hectares, which property is located in the Cosala area of southeastern Sinaloa state and southwestern Durango state, Mexico, in the southwestern foothills of the Sierra Madre Occidental, approximately 160 kilometres north of Mazatlan, Mexico.

El Eden property is located on the northern boundary of a block of claims (approximately 6,270 hectares), known as Los Reyes, owned and operated by a Vancouver-based company called Prime Mining Corp.

Completion of the qualifying transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority approval. Where applicable, the 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 management information circular or filing statement to be 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 a capital pool company should be considered highly speculative.

We seek Safe Harbor.