Kaizen Discovery and West Cirque Announce Granting of Interim Order for Proposed Business Combination
May 26 2014 - 5:30PM
Marketwired Canada
Kaizen Discovery Inc. (TSX VENTURE:KZD) and West Cirque Resources Ltd. (TSX
VENTURE:WCQ) are pleased to announce that an interim order of the Superior Court
of British Columbia (the "Interim Order") has been obtained in respect of their
previously announced business combination by means of plan of arrangement (the
"Arrangement"). The Interim Order provides for, among other things, the calling
and the holding of a special meeting of securityholders of West Cirque to
consider and approve the Arrangement. The granting of the Interim Order was a
condition to the completion of the business combination.
West Cirque Securityholders' Meeting
A special meeting of the West Cirque securityholders is scheduled to be held at
Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia on June 26,
2014 at 10:00 a.m. (Vancouver time) to consider the Arrangement. The record date
for the special meeting was May 20, 2014.
The Arrangement will be subject to approval by 66 2/3% of the votes cast by West
Cirque shareholders and optionholders voting together as a single class at the
special meeting.
Officers and directors of West Cirque have entered into voting-support and
lock-up agreements, totalling approximately 21.3% of the West Cirque common
shares, by which they have agreed to certain lock-up provisions in respect of
their shares and to vote their West Cirque shares and options in favour of the
Arrangement. In addition, a shareholder of West Cirque owning approximately 5.5%
of the West Cirque common shares has agreed to vote in favour of the
Arrangement.
A Notice of Special Meeting and a Management Information Circular for West
Cirque (the "Circular") will be mailed to securityholders of West Cirque
shortly. A copy of the Circular will also be available on West Cirque's website
at www.westcirqueresources.com. It will also be available under the profile of
West Cirque on SEDAR at www.sedar.com.
Kaizen is not required to obtain shareholder approval in order to complete the
Arrangement.
Acquisition terms
Under the terms of the Arrangement, each West Cirque shareholder would receive
one-half of one Kaizen common share for each West Cirque common share.
Holders of West Cirque options on the effective date of the Arrangement will
receive replacement Kaizen options in exchange for their existing West Cirque
options. Kaizen expects to issue approximately 1.1 million replacement options
and the exercise price of those options will be determined and adjusted based on
the exchange ratio of Kaizen and West Cirque common shares. Following completion
of the transaction, West Cirque shareholders would hold approximately 9.8% of
the outstanding common shares of Kaizen.
Pursuant to the transaction, Kaizen expects to issue approximately 14.5 million
common shares to West Cirque shareholders on an undiluted basis. Kaizen will
have approximately 148.3 million common shares and 11.6 million options
outstanding, pro forma after the transaction. These figures include West Cirque
options adjusted as to number and exercise price, based on the exchange ratio of
Kaizen and West Cirque common shares.
About Kaizen Discovery
Kaizen is a Canadian technology-focused, mineral exploration company that was
formed in late 2013 through a combination of Concordia Resource Corp. and assets
acquired from HPX TechCo Inc., a 100% owned subsidiary of High Power Exploration
Inc. With its collaboration agreement with ITOCHU Corporation of Japan and
access to HPX TechCo's proprietary geophysical technology, Kaizen's long-term
growth strategy is to work with Japanese partners to identify, explore and
develop high-quality mineral projects that have the potential to produce and
deliver minerals to Japan's industrial sector.
About West Cirque Resources
West Cirque is a mineral exploration company focused on creating shareholder
wealth by identifying, acquiring and defining resources in world-class precious-
and base-metal projects in the North American Cordillera.
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.
FORWARD-LOOKING STATEMENTS
Statements in this press release that are forward-looking statements are subject
to various risks and uncertainties concerning the specific factors disclosed
here and elsewhere in both Kaizen's and West Cirque's periodic filings with
Canadian securities regulators. When used in this press release, words such as
"will, could, plan, estimate, expect, intend, may, potential, should," and
similar expressions, are forward-looking statements. Information provided in
this document is necessarily summarized and may not contain all available
material information. The terms of the arrangement are subject to the
Arrangement Agreement, the full text of which is available on the SEDAR website
at www.sedar.com.
Forward-looking statements may include, without limitation, statements regarding
the completion and expected benefits of the proposed transaction and other
statements that are not historical facts. 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 Kaizen and West Cirque
operate, are inherently subject to significant operational, economic and
competitive uncertainties and contingencies. Assumptions upon which forward
looking statements relating to the transaction have been made include that
Kaizen and West Cirque will be able to satisfy the conditions in the Arrangement
Agreement; that ongoing due diligence investigations of Kaizen will not identify
any materially adverse facts or circumstances; that the required approvals will
be obtained from the securityholders of West Cirque; and that all required third
party, regulatory, stock exchange, court and government approvals will be
obtained. In addition, the factors described or referred to in the section
entitled "Risk Factors" in the MD&A of both companies and which are available on
the SEDAR website at www.sedar.com, should be reviewed in conjunction with the
information found in this press release.
Although Kaizen and West Cirque have attempted to identify important factors
that could cause actual results, performance or achievements to differ
materially from those contained in the forward-looking statements, there can be
other factors that cause results, performance or achievements not to be as
anticipated, estimated or intended. There can be no assurance that such
information will prove to be accurate or that management's expectations or
estimates of future developments, circumstances or results will materialize. As
a result of these risks and uncertainties, the proposed transaction could be
modified, restricted or not completed, and the results or events predicted in
these forward looking statements may differ materially from actual results or
events.
Accordingly, readers should not place undue reliance on forward-looking
statements. The forward-looking statements in this press release are made as of
the date of this press release, and Kaizen and West Cirque disclaim any
intention or obligation to update or revise such information, except as required
by applicable law, and neither Kaizen or West Cirque assume any liability for
disclosure relating to the other company herein.
FOR FURTHER INFORMATION PLEASE CONTACT:
Kaizen Discovery Inc.
Matthew Hornor
President and CEO
+1-604-669-6446
matthew@kaizendiscovery.com
Kaizen Discovery Inc.
Bill Trenaman
VP, Investor Relations
+1-604-669-6446
bill@kaizendiscovery.com
www.kaizendiscovery.com
West Cirque Resources Ltd.
Steve Vanry, CFA
President and CEO
+1-604-558-4604
svanry@westcirqueresources.com
www.westcirqueresources.com
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