DiscFactories Corporation

DiscFactories Corporation

November 08, 2006 14:49 ET

DiscFactories Corporation Provides Update on Change of Business and Announces Resignation of President and Director

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 8, 2006) -


DiscFactories Corporation (the "Corporation") (TSX VENTURE:DSK) announces that in connection with its previously announced change of business transaction to acquire the Needles Property in Nevada from Taranis Resources Inc. and become involved in mineral exploration, the Corporation has determined that due to unforeseen difficulties in completing its previously announced private placement, it will be unable to complete the transaction to satisfy the minimum financial listing requirements on the TSX Venture Exchange at this time. As a result, the Corporation has made the decision to apply to list its shares on the Canadian Trading and Quotation System Inc. ("CNQ"). In the event that the Corporation is approved for listing on the CNQ, the Corporation will complete its change of business transaction concurrent with its listing on the CNQ and will delist its shares from the TSX Venture Exchange. Listing on the CNQ will be subject to the Corporation meeting the listing requirements of the CNQ.

In order to meet the listing requirements of the CNQ, the Corporation intends to complete its previously announced private placement for a lesser amount sufficient to satisfy the working capital requirements of the CNQ. All other terms of the change of business transaction will remain as previously announced, including the proposed shares for debt settlement and name change of the Corporation to Excalibur Resources Inc. The Corporation proposes to complete these transactions concurrent with its listing on the CNQ. Shareholder approval to the change of business was received at a special meeting of the Corporation's shareholders held on October 16, 2006.

"It is unfortunate that we have had difficulty raising sufficient funds to complete our change of business on the TSX Venture Exchange, but we continue to believe that the transaction is in the best interests of the Corporation's shareholders. We will endeavour to complete the change of business and believe that moving to the CNQ will enable the Corporation to do this while still providing our shareholders an efficient marketplace for trading securities," said Edwin Bergsteinsson, Chairman of the Corporation.

The Corporation also announces that Mr. Gary Freeman has resigned as President and a director of the Corporation. The Corporation's Chairman, Mr. Edwin Bergsteinsson, has agreed to act as interim President until the change of business transaction has been completed and a new President is appointed.

The completion of the transaction is subject to all necessary regulatory approvals.

On behalf of the Board of Directors:

Edwin Bergsteinsson, Chairman

Investors are cautioned that, except as disclosed in the Management Information Circular of the Corporation prepared in connection with the transaction, as supplemented by the Corporation's press releases relating to the transaction, any information 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 the Corporation should be considered highly speculative.

Neither the TSX Venture Exchange nor the CNQ have in any way passed upon the merits of the proposed transaction and neither have approved nor disapproved the contents of this press release.

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