Scramble Resources Corp. entered into a definitive arrangement agreement to acquire Discovery-Corp Enterprises Inc. for CAD 4.3 million in a reverse merger transaction.

Scramble Resources Corp. entered into a definitive arrangement agreement to acquire Discovery-Corp Enterprises Inc. (TSXV:DCY) for CAD 4.3 million in a reverse merger transaction on October 13, 2022. It is expected that, 22.8 million consideration shares are expected to be issued on closing. The consideration shares will be issued at a post-consolidation price per share of CAD 0.1897, for a total consideration of CAD 4,325,160. In a related transaction, Discovery-Corp Enterprises Inc. shall sell or transfer to Galaxy Strategy Corp. Post deal completion, approximately 17.9% Resulting Issuer Shares will be held by the current shareholders of Discovery–Corp Enterprises Inc. and approximately 82.1% will be held by the current shareholders of Scramble. The Resulting Issuer will be renamed as agreed to by DCY and Scramble. Subject to TSXV approval, the common shares of the Resulting Issuer will trade on the TSXV under a new trading symbol to be determined by the parties and the Resulting Issuer will continue to be listed on Tier 2 of the TSXV as a mining issuer. Upon the completion of the transaction and subject to prior acceptance by the TSXV, it is expected that the directors of the Resulting Issuer will be Daniel Vega, Darren W. Lindsay, Paul Koros, Iain Brown, Nicole Hoeller and Ross Sherlock. Management of the Resulting Issuer will include Iain Brown continuing as the Chief Financial Officer and Paul Koros as the Chief Executive Officer.

Completion of the transaction is subject to certain conditions including, but not limited to, approval of the listing on the TSXV of the Discovery Shares, the approval of 66 2/3% of the Shares cast at the annual and special meetings of the shareholders of DCY and Scramble shareholders, court and regulatory approvals, including that of the TSX Venture Exchange, the Company completing the Spin-Out transaction, as well as such other closing conditions customary to transactions of this nature. The Discovery Board has unanimously approved the transaction. TMX Group Limited acted as transfer agent to Discovery.