Vancouver, British Columbia – July 6, 2018 – Discovery Harbour Resources Corp. (TSXV:DHR) (“Discovery Harbour” or the “Company”) announces that, subject to regulatory approval, it has arranged a non- brokered private placement financing (the “Financing”) of up to 6,000,000 units (each, a “Unit”) at a price of $0.05 per Unit for gross proceeds of up to $300,000. Each Unit consists of one common share of the Company (each, a “Share”) and one share purchase warrant (each, a “Warrant”). One Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.10 per Share for a period of two years from closing of the Financing. The Financing may be considered a related party transaction pursuant to applicable securities laws due to the fact that certain insiders of the Company may participate in the Financing.
All securities issued in connection with the Financing will be subject to a statutory hold period expiring four months and one day after closing of the Financing. Completion of the Financing is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange.
Richard Gilliam, a subscriber for units, is considered a “related party” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and the Financing is therefore considered to be a “related party transaction” within the meaning of MI 61-101. The Financing, however, is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the units issued to the related party did not exceed 25% of the Company’s market capitalization.
The proceeds of the Financing will be used for working capital.
ON BEHALF OF THE BOARD OF DISCOVERY HARBOUR RESOURCES CORP.
Interim President & CEO
Disclaimer for Forward-Looking Information
This news release contains forward-looking statements that involve various risks and uncertainties regarding future events. Such forward-looking statements are based on current expectations of management, involve a number of risks and uncertainties, and are not guarantees of future performance of the Company. Forward-looking statements in this release include the proposed terms of the Financing and the use of proceeds thereof. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking statements, including: (i) adverse market conditions; (ii) the inability of the Company to complete the Financing on the terms announced or at all; or (iii) the TSX Venture Exchange not approving the Financing. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. The Company does not intend to update the forward-looking statements unless required under applicable laws.
Neither TSX Venture Exchange nor 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.