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Friday, 04/07/2017 3:20:51 PM

Friday, April 07, 2017 3:20:51 PM

Post# of 69
A financing by major shareholder Director Richard Gillam
Discovery Harbour Resources Corp. has closed the non-brokered private placement, announced on March 24, 2017, of an unsecured convertible debenture in the principal amount of $100,000 with Richard Gilliam, a director and significant shareholder of the company. The debenture will be convertible, at the option of the holder, into common shares of the company on the following terms. The conversion price will be equal to the greater of five cents per share or the subscription price for each share in the most recently completed private placement of the company during the term of the debenture. The debenture matures 12 months from the date of the closing of the financing and bears no interest. Proceeds of the financing are anticipated to be used for general working capital.

All securities issued pursuant to the financing will be subject to a statutory hold period expiring four months and one day after closing of the financing. Mr. Gilliam is considered a related party within the meaning of Multilateral Instrument 61-101 -- protection of minority security holders in special transactions 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 debenture issued to the related party did not exceed 25 per cent of the company's market capitalization. This news release is being filed less than 21 days before the closing of the financing because the company wishes to complete the financing in a timely manner.

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