DiscFactories Corporation

DiscFactories Corporation

February 20, 2007 19:42 ET

DiscFactories Corporation Completes Change of Business and Changes Name to Excalibur Resources Ltd.

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Feb. 20, 2007) -


DiscFactories Corporation (the "Corporation") (TSX VENTURE:DSK) announces that it has completed its previously announced change of business transaction, pursuant to which it has changed its name to "Excalibur Resources Ltd.", acquired the silver/gold Needles property located in Nye County, Nevada, from Taranis Resources U.S. Inc. ("Taranis") and completed a private placement for aggregate gross proceeds of $508,500 and settled $349,952 in debt.

Pursuant to the transaction, the Corporation issued 2,000,000 common shares and paid $50,000 to Taranis in consideration for the Needles property, which consists of 104 contiguous mining claims covering 861 hectares in the Arrowhead Mining District, Nye County, Nevada. Taranis acquired the property by staking a 100% interest in certain Gordo, Tomahawk, Sidewinder, Stealth and Cruise claims covering the entire Arrowhead Mining District. The property encompasses an epithermal, volcanic hosted district that was explored and mined in the early 1900's. The Arrowhead Deposit occurs in the center of the property, and Taranis has found encouraging gold and silver values in this and several other areas of the property. The property is the subject of a technical report dated July 31, 2006 and entitled "NI 43-101 Technical Report Prepared for DiscFactories Corp. Concerning the Needles Au-Ag Property, Nye County, Nevada, USA", which was prepared by Peter C. Hubacheck, P. Geo. APGO, P. Geol. APEGGA of W. A. Hubacheck Consultants Ltd. in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects. Mr. Hubacheck is a qualified person as defined in NI 43-101 and is independent of the Corporation. The report has been filed and is available under the Corporation's profile on SEDAR at www.sedar.com.

In connection with the transaction, the Corporation also completed a non-brokered private placement financing pursuant to which it issued 10,170,000 units at a price of $0.05 per unit for aggregate gross proceeds of $508,500, each unit consisting of one common share and one common share purchase warrant (a "Warrant") of the Corporation. Each Warrant entitles the holder to acquire one common share at a price of $0.10 per share for a period of one year from issuance, subject to an accelerated exercise clause which provides that if the ten (10) day weighted average trading price of the Corporation's common shares on the CNQ for any ten (10) consecutive trading days is $0.25 or more (the tenth such trading day being the "Determination"), the expiry date of the Warrants will be accelerated to the thirtieth calendar day following the Determination (the "Accelerated Expiry Date"). In the event of acceleration, the Corporation will on the Determination immediately notify the holders of the Warrants of the Accelerated Expiry Date, and all Warrants not exercised by the expiration of the Accelerated Expiry Date shall be deemed cancelled without further notice to the holders.

In addition, the Corporation has settled $349,952 in current liabilities owed to Edwin Bergsteinsson, Chairman of the Corporation, and PubliCo Services Ltd., a corporation controlled by Dianne Szigety, the Corporate Secretary and a director of the Corporation, for outstanding loans made to the Corporation by Mr. Bergsteinsson and for services rendered to the Corporation by Mr. Bergsteinsson and PubliCo Services Ltd. which had been accrued on the books of the Corporation but remained unpaid, together with accrued interest. In consideration of settling such debt, the Corporation issued 4,628,520 common shares to Mr. Bergsteinsson and 2,370,520 common shares to PubliCo Services Ltd. at a price of $0.05 per share.

The Corporation has also issued an aggregate of 2,145,000 stock options to its directors and officers and a consultant, each of which is exercisable to acquire one common share for a period of five years at an exercise price of $0.05 per share.

The securities issued to Taranis and pursuant to the private placement and shares for debt settlement (including the common shares issuable upon exercise of the Warrants) are subject to a four month hold period under applicable Canadian securities laws expiring June 21, 2007.

After giving effect to the transactions noted above, the Corporation has 46,841,271 common shares issued and outstanding (61,674,271 common shares on a fully-diluted basis). The common shares of the Corporation will commence trading on CNQ on February 21, 2007 under the symbol EXBR.

On behalf of the Board of Directors:

Edwin Bergsteinsson, Chairman

The CNQ has not in any way passed upon the merits of the transaction and has neither approved nor disapproved of the contents of this press release.

Contact Information