C08682-2022

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Nov 18, 2022
2. SEC Identification Number
AS93000023
3. BIR Tax Identification No.
003-822-183-000
4. Exact name of issuer as specified in its charter
DISCOVERY WORLD CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
STATION 1, BALABAG, MALAY AKLAN Postal Code 5608
8. Issuer's telephone number, including area code
8813-8857
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 854,000,000
11. Indicate the item numbers reported herein
Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Discovery World Corporation DWC

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Additional Subscription to Cay Islands Corporation (CIC)

Background/Description of the Disclosure

In a meeting on 18 November 2022, the Board resolved to increase Discovery World Corporation's (DWC) subscription by Thirty Million (30,000,000) shares of CIC with a par value of One Peso (Php1.00) per share or a total of Thirty Million Pesos (P30,000,000.00) to be used as working capital.

Date of Approval by
Board of Directors
Nov 18, 2022
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

This acquisition is in line with DWC's business and will create opportunities for expansion of the Corporation's resort business.

Details of the acquisition or disposition
Date TBA
Manner

Subscription of Shares / Subscription Contract

The Subscription Agreement is yet to be executed and this disclosure shall be updated in due course.

Description of the company to be acquired or sold

CIC owns real property in El Nido, Palawan used as a site for its retail development "Shoppes at Vanilla Beach" and other planned hotel and hostel developments

The terms and conditions of the transaction
Number of shares to be acquired or disposed 30,000,000
Percentage to the total outstanding shares of the company subject of the transaction 11.11
Price per share Php 1.00
Nature and amount of consideration given or received

The consideration is based on par value

Principle followed in determining the amount of consideration

The consideration is based on par value

Terms of payment

The subscription of Thirty Million (30,000,000) shares shall be paid upon call of the Board of Directors of CIC

Conditions precedent to closing of the transaction, if any

The additional subscription of Forty Million (30,000,000) shares shall be conditioned on the application for Increase in Authorized Capital Stock by Cay Islands Corporation from Two Hundred Million Pesos (P200,000,000.00) to Three Hundred Million Pesos (Php 300,000,000.00) and approved by the Securities and Exchange Commission.

Any other salient terms

N/A

Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Cay Islands Corporation Cay Islands Corporation is a wholly-owned subsidiary of DWC
Effect(s) on the business, financial condition and operations of the Issuer, if any

This acquisition will help augment working capital and create opportunities for expansion of the Corporation's resort business.

Other Relevant Information

The current outstanding capital stock of CIC is Two Hundred Million (200,000,000) shares. On 21 January 2021, the Executive Committee of DWC resolved to subscribe to Forty Million (40,000,000) CIC shares conditioned upon the approval of an increase in CIC’s Authorized Capital Stock, increasing the total outstanding capital stock to Two Hundred Forty Million (240,000,000) shares.

With the subscription of DWC of Thirty Million (30,000,000) shares, the total outstanding capital of CIC would be Two Hundred Seventy Million (270,000,000) shares.

The additional subscription of Thirty Million shares (30,000,000) is likewise conditioned upon the application and approval of increase in Authorized Capital Stock of CIC.

Filed on behalf by:
Name Anna Francesca Respicio
Designation Corporate Secretary