|By Marketwired .||
|May 26, 2014 05:30 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/26/14 -- 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.
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.
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.
Kaizen Discovery Inc.
President and CEO
Kaizen Discovery Inc.
VP, Investor Relations
West Cirque Resources Ltd.
Steve Vanry, CFA
President and CEO