Conditional Exchange Acceptance of Qualifying Transaction

VANCOUVER, BC / ACCESSWIRE / May 16, 2023 / AADirection Capital Corp. (TSX-V:AAD.P) (the "Company") confirms that the Company has received TSX Venture Exchange (the "Exchange") conditional acceptance with respect to its Qualifying Transaction to acquire Centenario Gold Corp. and its Eden Property, an early stage mineral resource exploration property located in Sinaloa State, Mexico. The Exchange did waive the requirement for sponsorship.

One of the conditions precedent to Exchange acceptance has been satisfied with the SEDAR filing of the prescribed form of Filing Statement together with the applicable expert consents. The Filing Statement may be viewed and downloaded at www.sedar.com under the Company's profile and under Centenario's profile.

The Company is currently addressing the financing condition of the Exchange by way of Centenario raising a minimum $1,750,000 by way of subscription receipts at $0.15 per subscription receipt. This financing is expected to close in the next week or two in advance of closing the Qualifying Transaction. Please see the Filing Statement for a full description of this financing and the ultimate receipt by subscribers of units in the resulting issuer on closing of the Qualifying Transaction.

Once the financing is closed the Company will be able to set a scheduled closing date for the Qualifying Transaction as the remaining conditions of the Exchange to be satisfied are within the control of the Company and should be addressable within a few days of the closing of the financing.

Assuming the gross proceeds from the financing are exactly $1,750,000, on closing the Qualifying Transaction, the resulting issuer will have 40,805,485 common shares issued and outstanding of which 11,079,166 shares will be subject to 36 months escrow (10% released on closing, and 15% released every 6 months thereafter) and 2,000,000 shares will be subject to 18 months escrow (25% released on closing, and 25% released every 6 months thereafter).

About Centenario Gold Corp.

Centenario is an unlisted reporting issuer that, through its Subsidiary, holds an option to acquire a 100% interest in the Eden Property, subject to a 1% NSR. The Eden Property consists of two (2) contiguous and titled mineral concessions named El Eden and El Eden 1 covering approximately 2,489 hectares. The Eden Property is located in the Cosala mining district of southeastern Sinaloa State, Mexico, in the southwestern foothills of the Sierra Madre Occidental, approximately 160 kilometres north of Mazatlan, Mexico.

The Eden Property is located on the northern boundary of the Los Reyes property of Exchange listed Prime Mining Corp. Pursuant to recent news releases, Prime has provided an updated mineral resource estimate for the Los Reyes property of 1.47 million Indicated gold equivalent ounces and 0.73 million Inferred gold equivalent ounces.

Centenario completed a first phase exploration program on the Eden property in late 2022. Centenario collected and received assays from both surface and underground workings that returned grades as high as 239.94 g/t Au and 1389.91 g/t Ag. Centenario also completed semi-detailed mapping over a 2.8 km portion of the ‘Buenavista' prospect's mineralized corridor, followed by an IP/Resistivity geophysical survey and soil sampling program. Additional geophysical and soil sampling studies were completed across the ‘La Provedora' prospect located 1.5 km further to the east.

Proceeds of the $1,750,000 financing will be used, in part, to complete an initial 1,500m drill program on the Buenavista prospect as recommended in the up-to-date detailed National Instrument 43-101 ("NI 43-101") compliant technical report on the Eden Property which has been filed on Sedar under the Company's profile.

About AADirection Capital Corp.

The Company is a capital pool company pursuant to the policies of the TSX Venture Exchange with a view to completing a Qualifying Transaction. Readers are referred to recent news releases and the Filing Statement of the Company with respect to a detailed description of the proposed Qualifying Transaction that the Company is expecting to complete.

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Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of applicable securities law. Forward-looking statements are frequently characterized by words such as "plan","expect", "project", "intend","believe", "anticipate", "estimate" and other similarwords, or statements that certain eventsor conditions "may" or "will" occur.

Although the Company believes that the expectations reflected in applicable forward-looking statements are reasonable, therecan be no assurance that such expectations will prove to be correct. Such forward-looking statements are subjectto risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in such statements.

NEITHER TSX VENTURE EXCHANGE NOT 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.

SOURCE: AAD Direction Capital Corp.