C08819-2023

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)
Dec 19, 2023
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 Lucky Cloud 9 Resorts, Inc. (LC9)
Background/Description of the Disclosure

In a meeting on 18 November 2022, the Board resolved to increase Discovery World Corporation's (DWC) subscription by Fifteen Million (15,000,000) shares of LC9 with a par value of One Peso (Php1.00) per share or a total of Fifteen Million Pesos (P15,000,000.00) to be used as working capital. This additional subscription is conditioned upon the application and approval of the increase in Authorized Capital Stock of LC9 from One Hundred Forty Million Pesos (P140,000,000.00) to Two Hundred Million Pesos (P200,000,000.00).
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 Dec 19, 2023
Manner

Subscription of Shares / Subscription Contract

The Subscription Agreement for the subscription of Fifteen Million (15,000,000) shares was signed and notarized on 19 December 2023. The Documentary Stamp Taxes will be paid before the legal deadline.
Description of the company to be acquired or sold

LC9 was incorporated and registered with the SEC on 2 August 2017. It is engaged in real property holding and development as well as hotel operations management. LC9 is currently developing a 26,127 sqm. property located in General Luna, Siargao, Surigao Del Norte.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 15,000,000
Percentage to the total outstanding shares of the company subject of the transaction 7.69
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 Fifteen Million (15,000,000) shares shall be paid upon call of the Board of Directors of LC9
Conditions precedent to closing of the transaction, if any

The additional subscription of Fifteen Million (15,000,000) shares shall be conditioned on the application for Increase in Authorized Capital Stock by LC9 from One Hundred Forty Million Pesos (P140,000,000.00) to Two Hundred Million Pesos (P200,000,000.00) 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
Lucky Cloud 9 Resorts, Inc. Lucky Cloud 9 Resorts, Inc. 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 LC9 is One Hundred Forty Million (140,000,000) shares. On 21 January 2021, the Executive Committee of DWC resolved to increase subscription to Forty Million (40,000,000) LC9 shares conditioned upon an application and approval of an increase in LC9’s Authorized Capital Stock, increasing the total outstanding capital stock to One Hundred Eighty Million (180,000,000) shares.

With the subscription of DWC of Fifteen Million (15,000,000) shares, the total outstanding capital of LC9 would be One Hundred Ninety-Five Million (195,000,000) shares.

The additional subscription of Fifteen Million shares (15,000,000) is likewise conditioned upon an application and approval of an increase in Authorized Capital Stock of LC9.

This disclosure is being amended to indicate the execution date of the Subscription Agreement covering Fifteen Million (15,000,000) shares.
Filed on behalf by:
Name Anna Francesca Respicio
Designation Corporate Secretary