Discovery Harbour Announces Proposed Share Consolidation
Vancouver, May 16, 2023 - Discovery Harbour Resources Corp. (TSXV: DHR) (OTC Pink: DCHRF) (FSE: 4GW) (the "Company" or "Discovery Harbour") announces that it intends to complete a consolidation of its issued and outstanding common shares (the "Shares") on the basis of one new Share (a "Post-Consolidated Share") for every ten currently-outstanding Shares (the "Consolidation").
It is anticipated that the Consolidation will reduce the number of outstanding shares of the Company from 94,509,294 Shares to approximately 9,450,929 Post-Consolidated Shares, subject to adjustment for rounding. The Board of Directors of the Company believes that the Consolidation will both enhance the marketability of the Company as an investment and better position the Company to raise the funds necessary to execute the Company's business plan. The Consolidation is subject to approval by the TSX Venture Exchange (the "Exchange").
The Company does not intend to change its name or its current trading symbol in connection with the proposed Consolidation. The effective date of the Consolidation will be announced in a subsequent news release, subject to approval of the Exchange.
No fractional Post-Consolidated Shares will be issued as a result of the Consolidation. Shareholders who would otherwise be entitled to receive a fraction of a Post-Consolidated Share will be rounded down to the nearest whole number of Post-Consolidated Shares and no cash consideration will be paid in respect of fractional shares.
The exercise price and number of Shares of the Company, issuable upon the exercise of outstanding options and warrants and conversion of outstanding convertible debentures, will be proportionally adjusted upon the implementation of the proposed Consolidation in accordance with the terms thereof.
By way of corporate update, on May 5, 2023, the shareholders of the Company ratified and re-approved the amended and restated 10% rolling stock option plan. The plan is a "rolling" stock option plan, whereby the maximum number of Shares that may be reserved for issuance is 10% of the issued Shares of the Company. The number of pre-Consolidation Shares issuable under the plan as of the date of this news release is 9,450,929. It is anticipated that the Consolidation will reduce this number to 945,092 Post-Consolidated Shares issuable under the plan. Options to purchase Shares may be granted to any bona fide director, employee or consultant of the Company or an Affiliate of the Company (as defined in the Exchange policies). The board of directors shall establish the exercise price at the time each option is granted, subject the Exchange policies. No option granted under the plan may have an expiry date exceed ten years from the date on which the option is granted. The Exchange requires the Company to receive shareholder approval of its "rolling" stock option plan on a yearly basis at the Company's annual meeting. Accordingly, the Company's shareholders will be asked to re-approve the plan each year. The amendments to the plan as approved by the shareholders remain subject to final approval of the Exchange.
About Discovery Harbour Resources Corp.
Discovery Harbour is focused on sourcing, exploring and developing mineral properties in mining-friendly jurisdictions.
ON BEHALF OF THE BOARD OF Discovery Harbour Resources Corp.
"Mark Fields"
Mark Fields, B. Sc. (Geology), B.Comm.(Hon.)
President and Chief Executive Officer
Discovery Harbour Resources Corp.
Tel: (604) 681-3170
Fax: (604) 681-3552
Neither the 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.
Forward-Looking Statements
Statements in this news release that are not historical facts are forward-looking statements. Forward-looking statements are statements that are not historical, and consist primarily of projections - statements regarding future plans, expectations and developments. Words such as "expects", "intends", "plans", "may", "could", "potential", "should", "anticipates", "likely", "believes" and words of similar import tend to identify forward-looking statements. Forward-looking statements in this news release include statements about the Consolidation, its terms, and its anticipated benefits, approval of the Exchange for the Consolidation and that the Company will complete the Consolidation. These forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied, including, without limitation the Company's inability to obtain approval for the Consolidation from the Exchange, inability to complete the Consolidation for a variety of reasons, and risk that the Company may not realize the expected benefits of the Consolidation.. Actual results and future events could differ materially from those anticipated in such information. 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. Except as required by law, the Company does not intend to update these forward-looking statements.
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