Discovery–Corp and Scramble Provide Update on Proposed Reverse Takeover Transaction
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Discovery-Corp 125A–1030 Denman Street, Suite 553, Vancouver, BC, Canada V6G 2M6 [email protected]
News Release for immediate release
September 8, 2023
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Discovery–Corp and Scramble Provide Update on Proposed Reverse Takeover Transaction
Vancouver – Discovery–Corp Enterprises Inc. (“ Discovery”) (TSXV: DCY) and Scramble Resources Corp.
(“Scramble”) are pleased to provide an update on a proposed reverse takeover (the “ Transaction”) of Discovery by
Scramble. As previously announced, Discovery and Scramble entered into an arrangement agreement dated October
13, 2022 with respect to the Transaction, which is intended to constitute a reverse takeover of Discovery under the rules
and policies of the TSX Venture Exchange (“TSXV”).
As described in the news release dated March 2, 2023, Discovery has submitted a draft j oint management information
circular and related initial documentation to the TSXV for approval in connection with the Transaction . The Transaction
remains subject to the ongoing review and approval of the TSXV. The parties to the Transaction continue to work
diligently towards receiving conditional approval of the Transaction from the TSXV and will continue to provide further
details in respect of the Transaction in due course by way of news release . Pursuant to the rules and policies of the
TSXV, Discovery’s shares will remain halted from trading.
The dates of the annual and special meetings of each of Scramble and Discovery will be an nounced once the
Transaction has received conditional approval from the TSXV. For additional information relating to Discovery, Scramble,
the resulting issuer and the Transaction, please see the news release dated October 13, 2022 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. Driving the 2 75 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 b lowouts 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 minerali zation, but were stopped by the water table at very shallow levels. We fully expec t the structurally
controlled mineralization to extend below the water table."
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 Discovery 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 pa ssed 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 informatio n 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 Discovery should be considered highly speculative. Neither the TSXV 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 Discovery’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 fac tors 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, Discovery
and Scramble completing the Transaction, calling of the annual and special meetings of shareholders of each of
Discovery and Scramble to approve, among other matters, 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 statement s, including risks related to factors beyond the
control of Discovery and Scramble. The risks include the following: the requisite corporate and shareholders approvals
of the directors and shareholders of Discovery or Scramble, as applicable, may not be ob tained; 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 dated October 13, 2022
between Discovery and Scramble; 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 th at 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 antici pated. Forward-looking 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 Discovery 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.