DiscFactories Corporation
TSX VENTURE : DSK

DiscFactories Corporation

August 23, 2006 15:01 ET

DiscFactories Corporation Signs Definitive Agreement with Taranis Resources

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Aug. 23, 2006) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Further to its previously announced reorganization and Change of Business (the "Transaction"), DiscFactories Corporation (the "Corporation") (TSX VENTURE:DSK) is pleased to announce that it has signed a definitive purchase agreement with Taranis Resources U.S. Inc. ("Taranis US"), a company incorporated under the laws of Nevada, for the acquisition of the mining claims located in Nye County, Nevada (collectively, the "Property") to be acquired by it in connection with the Transaction. Taranis US is a wholly-owned subsidiary of Taranis Resources Inc., a TSX Venture Exchange listed company incorporated under the laws of British Columbia, and the owner of the Property. The definitive agreement supersedes the letter agreement dated May 19, 2006 entered into between the Corporation and Taranis Resources Inc.

As consideration for the Property, the Corporation will pay Taranis US C$50,000 in cash and issue 2,000,000 common shares to Taranis US. The common shares to be issued to Taranis US will be subject to a four month hold period under applicable Canadian securities laws. In addition, Taranis US will retain a 2.0% net smelter return royalty on the Property. The Corporation will assume all land payments to Nye County and the Bureau of Land Management to keep the Property in good standing and will assume a bond for environmental reclamation currently filed with the Bureau of Land Management. The Corporation will also assume reclamation costs associated with drill hole N-51 on the Property.

For further information, reference should be made to the definitive agreement, a copy of which will be filed by the Corporation on SEDAR and will be available under the Corporation's profile at www.sedar.com.

The Corporation remains in the process of finalizing its management information circular to be used in connection with a special meeting of its shareholders to seek approval of the Transaction and related matters, and expects to finalize and mail the circular to shareholders in the near future.

The completion of the Transaction is subject to the approval of the TSX Venture Exchange and all other necessary regulatory approvals.

On behalf of the Board of Directors:

Edwin Bergsteinsson, Chairman

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular of the Corporation to be prepared in connection with 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.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • DiscFactories Corporation
    Edwin Bergsteinsson
    Chairman
    (604) 681-2961
    (604) 484-9101 (FAX)
    www.discfactories.net