Discovery–Corp and Scramble file Joint Information Circular for TSXV Conditional Approval in Connection with Reverse Takeover Transaction
News Release for immediate release
March 2, 2023
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Discovery–Corp and Scramble file Joint Information Circular for TSXV Conditional Approval in Connection with Reverse Takeover Transaction
Vancouver – Discovery–Corp Enterprises Inc. (the “Company”) (TSXV: DCY) and Scramble Resources Corp. (“Scramble”) are pleased to announce that further to the news release announcing the execution of the arrangement agreement dated October 13, 2022 (the “Arrangement Agreement”) related to the proposed business combination of the Company and Scramble (the “Transaction”), a draft joint management information circular (the “Joint Circular”) and related initial documentation has been filed with the TSX Venture Exchange (“TSXV”) for approval in connection with the Transaction. The Transaction remains subject to the review and approval of the TSXV and is intended to constitute a reverse takeover (an “RTO”) of the Company by Scramble as defined in TSXV Policy 5.2 – Change of Business and Reverse Takeovers (“Policy 5.2”). Pursuant to the rules and policies of the TSXV, the Company’s shares will remain halted from trading.
As described in the news release dated October 13, 2022, upon the completion of the Transaction and subject to prior acceptance by the TSXV, it is expected that the directors of the combined company will be Daniel Vega, Darren Lindsay, Paul Koros, Iain Brown, Nicole Hoeller and Ross Sherlock. Management of the combined company will include Iain Brown continuing as the Chief Financial Officer and Paul Koros as the Chief Executive Officer. Darren Lindsay, CEO, Scramble co-founder and the Qualified Person under National Instrument 43-101 said, "The Team has worked together to successfully reach this milestone in bringing the NewFind Gold Project to the North American public markets." The dates of the annual and special meetings of each of Scramble and Discovery will be announced once the Transaction has received conditional approval from the TSXV. For additional information relating to the Company, Scramble, the resulting issuer and the Transaction, please see the news release dated October 13, 2022 and the “Arrangement Agreement” under the Company’s profile at www.sedar.com.
About Scramble Resources Corp. and NewFind Gold Project
Scramble is a geologist-founded gold exploration company focused on orogenic and greenstone belts in toprated mining jurisdictions globally. Scramble has the right to 100% interest in three land packages that comprise the 1,456 hectare NewFind gold project. NewFind lies along the same structural corridor as, and between two of the top 20 gold deposits in Australia. In December 2022, Paul and Darren were at Scramble’s NewFind Gold Project that is located in the Leonora Gold Camp of the Eastern Goldfields in Western Australia, and includes the Mount Clifford gold mine, recently under production by small-scale miners. Paul remarked, “I am encouraged by how well-endowed the region is. Driving the 275 km north from the mining centre of Kalgoorlie, you can see mine after mine not far from the hard-surfaced well-travelled highway. Walking on our property, repeated quartz blowouts can be seen at regular intervals. I was also struck by the many historical workings across the NewFind Gold Project, where the old-timers followed high grade mineralization, but were stopped by the water table at very shallow levels. We fully expect the structurally controlled mineralization to extend below the water table."
On Behalf of the Board of Directors On Behalf of the Board of Directors “Paul Koros”, President and CFO “Iain Brown”, Director and CFO Scramble Resources Corp. Discovery–Corp Enterprises Inc.
E: [email protected] P: 778 686 7285 E: [email protected]
| Discovery-Corp 125A–1030 Denman Street, Suite 553, Vancouver, BC, Canada V6G 2M6 [email protected] LEGAL*58242283.4 | Discovery-Corp 125A–1030 Denman Street, Suite 553, Vancouver, BC, Canada V6G 2M6 [email protected] | |
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Additional Information
All information contained in this news release with respect to the Company and Scramble was supplied, for inclusion herein, by each respective party and each party and its directors and officers have relied on the other party for any information concerning such other party. Completion of the Transaction is subject to certain conditions including, but not limited to, receipt of all applicable shareholder, court and regulatory approvals, including that of the TSXV. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release. Investors are cautioned that, except as disclosed in the Joint Circular 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. Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Disclaimer for Forward-Looking Statements
This news release contains certain forward-looking statements which involve known and unknown risks, delays, and uncertainties not under the parties’ control which may cause actual results, performance or achievements of the Company’s, Scramble’s or the resulting issuer’s following the Transaction to be materially different from the results, performance or expectation implied by these forward-looking statements. Certain statements set out in this news release constitute forward-looking statements. Forward-looking statements (i) are often, but not always, identified by the use of words such as “expect”, “may”, “could”, “anticipate”, or “will”, and similar expressions; and
(ii) are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements.
Forward-looking statements reflect the expectations of management regarding the parties’ completion of the Transaction and related transactions. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, the Company and Scramble completing the Transaction, calling of the annual and special meetings of shareholders of each of the Company and Scramble to approve, among other matters, the Transaction, the conditions to be satisfied for completion of the Transaction, the reconstitution of the board of directors and management of the resulting issuer following completion of the Transaction, expecting that mineralization of the NewFind Gold Project extends below the water table and obtaining conditional approval for the Transaction from the TSXV. Such statements are subject to assumptions, risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company and Scramble. The risks include the following: the requisite corporate and shareholders approvals of the directors and shareholders of the Company or Scramble, as applicable, may not be obtained; the TSXV may not approve the Transaction on conditions acceptable to the parties or at all; that the parties may be unable to satisfy the closing conditions in accordance with the terms and conditions of the Arrangement Agreement; risks customary with mineral exploration projects; and other risks that are customary to transactions of this nature. The ongoing dispute between the sovereign state of Ukraine and Russia also continues to pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the parties will obtain from them. The reader is cautioned not to place undue reliance of any forward-looking statements. Such information, although considered reasonable by management of the applicable party at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forwardlooking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release. Each of the Company and Scramble disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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