Announcement • Feb 09
Kaizen Discovery Inc. Common Shares to Be Deleted from OTC Equity Kaizen Discovery Inc. Common Shares will be deleted from OTC Equity effective February 08, 2024, due to Acquisition /Merger /Amalgamation. Announcement • Feb 06
Ivanhoe Electric Inc. (NYSEAM:IE) completed the acquisition of remaining 17.5% stake in Kaizen Discovery Inc. (TSXV:KZD). Ivanhoe Electric Inc. (NYSEAM:IE) entered into a definitive arrangement agreement to acquire remaining 17.5% stake in Kaizen Discovery Inc. (TSXV:KZD) for CAD 1.8 million on December 4, 2023. Ivanhoe Electric Inc. (“IE”) will acquire all of the outstanding common shares of Kaizen Discovery ("Company") not already beneficially owned by IE in an all-share transaction. Under the terms of the Arrangement, if the Arrangement becomes effective, each holder of Company Shares will receive one (1) common share of IE for one hundred and twenty-seven (127) Company Shares held. The Agreement also provides for a termination fee of CAD 300,000 to be paid by Kaizen to IE if the agreement is terminated in certain specified circumstances.
The arrangement will be effected by way of a court-approved plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia). Transaction is subject to approval by at least two-thirds shareholders of Kaizen, approval of the British Columbia Supreme Court, certain stock exchange and regulatory approvals, and customary closing conditions for transactions of this nature. The arrangement does not require the approval of the shareholders of IE. The directors and senior officers of Kaizen who are also Company Shareholders have entered into voting support agreements with IE, pursuant to which they have agreed to vote their Company Shares and Incentive Securities in favour of the arrangement. The special committee of independent directors of Kaizen has reviewed this transaction, and based on financial and legal advice it recommended that the board of directors of Kaizen approve the arrangement. Following its review and in consideration of, amongst other things, the recommendation of the Special Committee and the Fairness Opinion, the Board has unanimously approved the agreement and the arrangement and has determined that the arrangement is fair to Company Shareholders and is in the best interests of Kaizen, and recommends to Company Securityholders that they vote in favour of the arrangement. It is anticipated that the arrangement will be effective in February 2024. As of January 29, 2024, Kaizen Discovery shareholders approved the transaction. As of February 1, 2024, the transaction obtained a final order from the Supreme Court of British Columbia. As of February 1, 2024, Kaizen anticipates that closing of the arrangement will be completed on February 6, 2024.
Special Committee received an opinion from PI Financial Corp. PI Financial Corp. is acting as financial advisor to the Kaizen Special Committee and Board, and Alexander Pizale, Rajit Mittal and Tera Li Parizeau of Cassels Brock & Blackwell LLP is acting as legal advisor to Kaizen and the Special Committee in connection with the Arrangement. Ben Schach of Stikeman Elliott LLP acted as legal advisor to Ivanhoe Electric in the transaction. The United States transfer agent and registrar for the Ivanhoe Shares is Computershare Trust Company, N.A. and the Canadian transfer agent and registrar for the Ivanhoe Shares is Computershare Investor Services Inc. Computershare Investor Services Inc. acted as depositary to Kaizen.
Ivanhoe Electric Inc. (NYSEAM:IE) completed the acquisition of remaining 17.5% stake in Kaizen Discovery Inc. (TSXV:KZD) on February 6, 2024. Kaizen Discovery is now a wholly-owned subsidiary of Ivanhoe Electric. It is expected that the Common Shares will be de-listed from the TSX Venture Exchange effective at the close of business on February 7, 2024. Announcement • Dec 06
Ivanhoe Electric Inc. (NYSEAM:IE) entered into a definitive arrangement agreement to acquire remaining 17.5% stake in Kaizen Discovery Inc. (TSXV:KZD) for CAD 1.8 million. Ivanhoe Electric Inc. (NYSEAM:IE) entered into a definitive arrangement agreement to acquire remaining 17.5% stake in Kaizen Discovery Inc. (TSXV:KZD) for CAD 1.8 million on December 4, 2023. Ivanhoe Electric Inc. (“IE”) will acquire all of the outstanding common shares of Kaizen not already beneficially owned by IE in an all-share transaction. IE currently owns, through its subsidiary Ivanhoe Electric (BVI) Inc., 54,428,970 Company Shares, or approximately 82.54% of Company Shares outstanding. Under the terms of the Arrangement, if the Arrangement becomes effective, each holder of Company Shares will receive one (1) common share of IE for one hundred and twenty-seven (127) Company Shares held. The Agreement also provides for a termination fee of CAD 300,000 to be paid by Kaizen to IE if the Agreement is terminated in certain specified circumstances.
The Arrangement will be effected by way of a court-approved plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia). Transaction is subject to approval by at least two-thirds shareholders of Kaizen, approval of the British Columbia Supreme Court, certain stock exchange and regulatory approvals, and customary closing conditions for transactions of this nature. The Arrangement does not require the approval of the shareholders of IE. The directors and senior officers of Kaizen who are also Company Shareholders have entered into voting support agreements with IE, pursuant to which they have agreed to vote their Company Shares and Incentive Securities in favour of the Arrangement. Together with Company Shares already owned or held by IE, approximately 82.72% of the Company Shares will be voted in support of the Arrangement. The special committee of independent directors of Kaizen has reviewed this transaction, and based on financial and legal advice it recommended that the board of directors of Kaizen approve the Arrangement. Following its review and in consideration of, amongst other things, the recommendation of the Special Committee and the Fairness Opinion, the Board has unanimously approved the Agreement and the Arrangement and has determined that the Arrangement is fair to Company Shareholders and is in the best interests of Kaizen, and recommends to Company Securityholders that they vote in favour of the Arrangement. It is anticipated that the Arrangement will be effective in February 2024.
Special Committee received an opinion from PI Financial Corp. PI Financial Corp. is acting as financial advisor to the Kaizen Special Committee and Board, and Cassels Brock & Blackwell LLP is acting as legal advisor to Kaizen and the Special Committee in connection with the Arrangement. Announcement • Nov 18
Pinwheel Resources Limited signed a share purchase agreement to acquire West Cirque Resources Limited from Kaizen Discovery Inc. (TSXV:KZD) for CAD 10 million. Pinwheel Resources Limited signed a share purchase agreement to acquire West Cirque Resources Limited from Kaizen Discovery Inc. (TSXV:KZD) for CAD 10 million on November 16, 2023. Under the transaction, Pinwheel will acquire 100% ownership of West Cirque Resources, a wholly owned subsidiary of Kaizen for CAD 10 million and a 2% net smelter returns royalty ("Royalty"). The completion of the transaction is subject to customary closing conditions. The transaction is expected to close by the end of November 2023. Announcement • Jul 29
Kaizen Discovery Inc., Annual General Meeting, Sep 25, 2023 Kaizen Discovery Inc., Annual General Meeting, Sep 25, 2023. Announcement • Oct 04
Kaizen Discovery Identifies Large New Drill Targets from the Induced Polarization and Resistivity Survey Completed At Its 100% Owned Pinaya Copper-Gold Project in Peru Kaizen Discovery Inc. report positive results from the recently completed 92 km2 Induced Polarization and Resistivity survey at the 100%-owned Pinaya Copper-Gold Project, located in the Andahuaylas-Yauri Porphyry-Skarn Belt in southeastern Peru. This belt contains some of the world's largest recent copper mine developments. Seven chargeability anomalies potentially indicative of sulphide mineralization identified for drill testing. Four anomalies lying to the west of the fault bounding the current Pinaya Mineral Resource1 may be porphyry sources of the Pinaya mineralization. Three anomalies lying several kilometres to the east may represent a separate copper-gold system. Application for diamond drill permits (Declaración de Impacto Ambiental or "DIA") is underway. 92 km2 IP-resistivity survey identifies multiple drill targets. The Pinaya Mineral Resource is associated with an intrusive complex of Oligocene-age granodiorite porphyry sills and dikes emplaced into Eocene sedimentary rocks of the Puno Group. A 10 km-long zone of hydrothermal alteration affects the Puno Group rocks. The IP-resistivity survey tested the entire 10 km-long hydrothermal system, exploring for deep porphyry potential beneath the Puno Group rocks and also beneath Miocene post-mineral cover rocks faulted against the Puno Group to the west. The survey identified four large chargeability anomalies lying within a northwest-southeast corridor beneath Miocene post-mineral cover. These targets, which likely reflect sulphide-bearing rock, are located to the west of the known fault that truncates the Pinaya Mineral Resource on its western side and could represent Oligocene porphyry intrusions that sourced the Pinaya mineralization. Three chargeability anomalies lying several kilometres east of the Pinaya Mineral Resource may be part of a separate mineral system. All seven chargeability targets will be drilled once permits are received. Kaizen's survey team deployed 67 km of transmitter cable over a 15 km by 7 km survey area to complete a 463 line-km survey at elevations above 4,200 m at the Pinaya Project. Announcement • Sep 03
Kaizen Discovery Inc Announces Positive Judgment by the Supreme Court of Canada Eric Finlayson, Interim President and Chief Executive Officer of Kaizen Discovery Inc. announced that the Supreme Court of Canada issued a judgment dismissing, with costs, the application of AM Gold Inc. seeking leave to appeal the decision of the British Columbia Court of Appeal dated January 21, 2022. The Supreme Court of Canada issued a judgment dismissing, with costs, the application of AM Gold Inc. seeking leave to appeal the decision of the British Columbia Court of Appeal dated January 21, 2022. This judgment means that the decision of the Court of Appeal rejecting AM Gold's appeal of the trial judgment in this matter is final and conclusive. There is no further avenue of appeal or review from the Supreme Court of Canada judgment. This effectively concludes this proceeding, other than Kaizen's recovery of its trial costs (which pursuant to an August 22, 2022 decision of the BC Court of Appeal are payable at 1.5 times the rates provided in the BC Supreme Court Rules Tariff of Costs) from AM Gold or its principal, John Fiorino. Announcement • Apr 15
Kaizen Discovery Inc., Annual General Meeting, Jun 23, 2022 Kaizen Discovery Inc., Annual General Meeting, Jun 23, 2022. Announcement • Mar 04
Kaizen Discovery Inc. Announces Positive Result from Diamond Drilling Program At Pinaya Copper-Gold Project in Peru Kaizen Discovery Inc. announced positive results from recently completed exploration diamond drilling at the 100%-owned Pinaya Copper-Gold Project, located in the Andahuaylas-Yauri Porphyry-Skarn Belt in southeastern Peru, which contains some of the world's largest recent copper mine developments. Kaizen completed a total of 3,046 metres of diamond drilling in 10 holes at the Pinaya Project, confirming the presence of shallow gold mineralization associated with base metal veins and skarn. The newly identified mineralization confirms that Pinaya is a large, multi-phase porphyry- related system with mineralization occurring over an area of at least 5km by 2.5km and with potential for new concealed porphyry copper-gold intrusions. Additional evidence of high sulfidation hypogene copper enrichment was intersected in retrograded skarn alteration affecting carbonate-bearing Puno Group conglomerates. TyphoonTM deep-penetration IP-resistivity equipment has been mobilized to the Pinaya camp. A survey covering the entire property will start in early March, with the aim of identifying anomalies potentially related to buried porphyry copper-gold mineralization. At 129km2, this will be the largest 3D TyphoonTM survey ever conducted. The 2021-2022 diamond drill program comprised 3,046 metres of diamond drilling over 10 holes. Targets were considered to be prospective for skarn and vein-related gold mineralization based on historical IP and geochemical data, combined with Kaizen's more recent geologic mapping and soil sampling (refer to Kaizen's news release dated March 24, 2021). These targeting methodologies proved to be successful as a number of polymetallic veins were intersected in the northernmost drilled zone, more than 1km north of the area where the presently know Pinaya Mineral Resource is located. Additional veins were intersected 800m east of the resource. The veins are interpreted to be of intermediate sulfidation affinity. They are sulfide-rich and emplaced into conglomerates and coarse-grained sandstones of the upper Puno Group sediments. They have thicknesses of up to several metres, with selvages of moderate hydrolytic alteration containing illite, chlorite, sericite, clays and sometimes adularia. Vein mineralogy may vary even within the same drill hole, evidencing a multiplicity of hydrothermal events. Veins normally carry pyrite, arsenopyrite, sphalerite, galena and chalcopyrite in variable proportions. They are also generally anomalous in antimony, tellurium and bismuth, elements characteristic of environments located distal to porphyry systems. Veins generally tend to diminish in intensity with depth. Board Change • Oct 02
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 2 experienced directors. 1 highly experienced director. Interim President, CEO & Chairman Eric Finlayson was the last director to join the board, commencing their role in 2018. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Announcement • Sep 15
Kaizen Discovery Announces Further Positive Ruling by the Supreme Court of British Columbia Kaizen Discovery Inc. announces that further to the judgment by the Supreme Court of British Columbia received on March 22, 2021, and announced by the Company on March 23, 2021, which concluded that the legal action initiated against the Company by AM Gold was without merit, the trial judge has made a supplementary judgment dated September 9, 2021, awarding "special costs" payable jointly by AM Gold and its principal, John Fiorino. The award of special costs is an extraordinary measure, imposed as a rebuke of AM Gold's conduct in advancing a meritless claim with fabricated evidence. The award entitles Kaizen to pursue a full indemnity for the costs it has incurred through a formal assessment process. Kaizen has incurred costs in excess of $2.7 million but the ultimate costs award may be varied in the assessment process. Announcement • Mar 25
Kaizen Discovery Inc. Announces Positive Ruling by the Supreme Court of British Columbia Kaizen Discovery Inc. announced that the legal action against the Company initiated by AM Gold in 2017 through the Supreme Court of British Columbia has been dismissed by the Court, which "concluded that AMG's claims are all without merit." The judgment will be available on the Supreme Court's website. Announcement • Jan 28
Kaizen Discovery Inc.(TSXV:KZD) dropped from S&P/TSX Venture Composite Index Kaizen Discovery Inc.(TSXV:KZD) dropped from S&P/TSX Venture Composite Index Announcement • Dec 11
Kaizen Discovery Inc. Appoints Evan Young as Director Kaizen Discovery Inc. announced the appointment of Evan Young as Director of Investor Relations. Mr. Young will serve as a key point of contact for Kaizen and will coordinate the company's investor relations activities. Mr. Young has significant experience in investor relations and corporate development, and concurrently serves as Director of Investor Relations for the TSX Venture-listed Cordoba Minerals Corp. and as Director of Investor Relations and Corporate Development for High Power Exploration Inc. Mr. Young previously served as Director, Investor Relations for Primero Mining Corp. and worked in equity research at Haywood Securities. Announcement • Dec 06
Kaizen Discovery Inc. announced that it expects to receive CAD 1.3 million in funding from HPX TechCo Inc. Kaizen Discovery Inc. (TSXV:KZD) announced a non-brokered private placement of up to 26,000,000 units at a price of CAD 0.05 per unit for gross proceeds of up to CAD 1,300,000 on December 4, 2020. The transaction will include participation from returning investor HPX TechCo Inc. Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder, on exercise, to purchase one share for a period of 24 months following the closing date of the transaction at the exercise price of CAD 0.075 per share. The units will be offered pursuant to exemptions from the prospectus requirements. The securities underlying the units will be subject to a statutory hold period in Canada expiring four months and one day from the closing date and TSX Venture Exchange hold period, as applicable. The transaction is subject to TSX Venture Exchange approval. Announcement • Oct 05
Kaizen Discovery Inc. Announces Intention to Restart Exploration Activities at its 100%-Owned Aspen Grove Project in British Columbia, Canada Kaizen Discovery Inc. announced its intention to restart exploration activities at its 100%-owned Aspen Grove Project, located in southern British Columbia, Canada. The results from previous diamond drilling at Ketchan includes: 14 metres grading 1.03% copper and 0.13 g/t gold (1.15% copper equivalent; "CuEq") in drill hole K15-01; 72 metres grading 0.31% copper and 0.20 g/t gold (0.49% CuEq) in drill hole K15-03; 26 metres grading 1.05% copper and 0.05 g/t gold (1.09% CuEq) in drill hole K15-10; 68 metres grading 0.40% copper and 0.34 g/t gold (0.71% CuEq) in drill hole K15-11; 62 metres grading 0.46% copper and 0.10 g/t gold (0.55% CuEq), including 28 metres grading 0.90% copper and 0.17 g/t gold (1.05% CuEq) in drill hole K16-06; 8 metres grading 1.29% copper and 0.84 g/t gold (2.05% CuEq), and 60 metres grading 0.36% copper and 0.15 g/t gold (0.49% CuEq) in drill hole K16-07. The results from previous diamond drilling at Par include: 73 metres grading 0.25% copper and 0.10 g/t gold (0.33% CuEq), including 27 metres grading 0.38% copper and 0.11 g/t gold (0.48% CuEq) in hole AG15-01. Kaizen is planning an exploration program to commence as soon as possible, which will include property-wide deep-penetration geophysical surveys and follow-up diamond drilling. The Ketchan copper-gold system is hosted by the Ketchan Intrusive Complex, a dioritic to monzonitic suite of pre-mineral dykes and sills at least 1,800 metres by 500 metres in size emplaced into Nicola Group volcano-sedimentary rocks. Drill holes completed by Kaizen in 2015 and 2016 intersected copper-gold mineralization across the known length of the Complex. Alteration and mineralization are controlled by host-rock permeability and reflect both stratabound and fault-controlled flow of hydrothermal fluids away from an as- yet undiscovered porphyry intrusion.
The Par copper-gold system is characterized by widespread stratigraphically-controlled phyllic to advanced argillic alteration in Nicola Group rocks associated with cross-cutting quartz feldspar porphyry intrusions. The alteration and mineralization observed is interpreted as lying within the lithocap to an underlying porphyry copper-gold intrusion.