Discovery–Corp and Scramble file Joint Information Circular for TSXV Conditional Approval in Connection with Reverse Takeover Transaction
LEGAL*58242283.4
Discovery-Corp 125A–1030 Denman Street, Suite 553, Vancouver, BC, Canada V6G 2M6 [email protected]
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 exp ected 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 Ko ros 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 top -
rated 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. Drivi ng 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 ta ble."
On Behalf of the Board of Directors
“Paul Koros”, President and CFO
Scramble Resources Corp.
E: [email protected] P: 778 686 7285
On Behalf of the Board of Directors
“Iain Brown”, Director and CFO
Discovery–Corp Enterprises Inc.
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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 whic h 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 differ ent 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 res ulting issuer following completion of the Transaction, expecting that
mineralization of the NewFind Gold Project extends below the water table and obtaining conditional approval fo r
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 statemen ts,
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 custom ary 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. Forward -
looking statements contained in th is 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 upda te or revise any forward -looking
statements, whether as a result of new information, future events or otherwise, except as required by law .