Kaizen Discovery Inc. Announces Voting Results from
Annual General Meeting of Shareholders and Debt
VANCOUVER, CANADA – Eric Finlayson, Interim President and Chief Executive Officer of Kaizen Discovery Inc. ("Kaizen" or the "Company") (TSXV:KZD) announces that at its Annual General Meeting of Shareholders held on September 27, 2021 (the "Meeting"), all directors nominated as listed in the management information circular dated August 18, 2021 (the "Circular") were elected. Shareholders voted to set the number of directors at six (6) for the forthcoming year.
The detailed results with respect to the election of directors are as follows:
Kaizen reports that shareholders voted in favour of the re-appointment of Deloitte LLP as auditors of the Company for the ensuing year and authorizing the directors to fix their remuneration.
In addition, the Company received disinterested shareholder approval for the Company's long-term equity incentive plan and the deferred share unit plan. Shareholders also voted to re-approve the Company's stock option plan, all as more particularly described in the Circular.
Kaizen reports that shareholders voted in favour of a resolution to approve the consolidation (the "Consolidation") of all of the issued and outstanding common shares of the Company (each, a "Share") on the basis of one (1) post-consolidation share for every ten (10) pre-consolidation shares, or as may be determined by the board of directors of the Company (the "Board") at its sole discretion and as more particularly described in the Circular. The ability of the Board to proceed with the Consolidation remains subject to TSX Venture Exchange ("TSXV") approval. The Company will announce by news release should it decide to proceed with the Consolidation.
At the Meeting, shareholders entitled to vote on such resolution in accordance with Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101") approved the debt settlement arrangement with Kaizen's majority shareholder, Ivanhoe Electric (BVI) Inc. ("Ivanhoe Electric BVI").
On September 30, 2021, the Company issued 148,062,778 Shares at C$0.05 per Share to Ivanhoe Electric BVI in settlement of all outstanding indebtedness owed to Ivanhoe Electric BVI being CAD $7,403,138.90 (comprised of the principal amount of US$5,242,000 and accrued interest thereon of US$568,485)1 (the "Debt Settlement").
The Shares issued to Ivanhoe Electric BVI are subject to a statutory hold period in Canada expiring four months and one day from the date of issue. As a result of the Share issuance, Ivanhoe Electric BVI now owns 544,289,707 Shares in the Company, representing an approximate 82.68% interest in the Company.
The Debt Settlement constituted a "related party transaction" under MI 61-101 and required "minority approval" of shareholders in accordance with MI 61-101. Pursuant to Section 5.5(b) of MI 61-101, the Company was exempt from obtaining a formal valuation in respect of the Debt Settlement. A full description of the Debt Settlement, including the review and approval process adopted by the Board and the special committee, was included in the Circular provided to shareholders in connection with the Meeting.
The Company will file a material change report in respect of the closing of the Debt Settlement. However, the material change report will be filed less than 21 days prior to the closing of the Debt Settlement, which is consistent with market practice and which the Company deems is reasonable in the circumstances.
Kaizen is a Canadian mineral exploration and development company with exploration projects in Peru and Canada. More information on Kaizen is available at www.kaizendiscovery.com
1 C$1.2741 based on the Bank of Canada daily exchange rate on September 29, 2021.
ON BEHALF OF THE COMPANY
Ran Li +1-604-689-8765
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the Consolidation and filing of a material change report. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.
Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: the Company's receipt of all necessary regulatory, stock exchange and third party approvals. In addition, forward-looking statements are also based upon assumptions about general business and economic conditions; the availability of additional exploration and mineral project financing; the supply and demand for, inventories of, and the level and volatility of the prices of metals; the timing and receipt of governmental permits and approvals; the timing and receipt of community and landowner approvals; changes in regulations; political factors; the accuracy of the Company's interpretation of drill results; the geology, grade and continuity of the Company's mineral deposits; the availability of equipment, skilled labour and services needed for the exploration and development of mineral properties; and currency fluctuations. There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include actual exploration results, interpretation of metallurgical characteristics of the mineralization, changes in project parameters as plans continue to be refined, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, unknown impact related to potential business disruptions stemming from the COVID-19 outbreak, or another infectious illness, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risk Factors" in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.
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