Duyuru • 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. Duyuru • 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. Duyuru • 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. Duyuru • 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. Duyuru • Jul 29
Kaizen Discovery Inc., Annual General Meeting, Sep 25, 2023 Kaizen Discovery Inc., Annual General Meeting, Sep 25, 2023. Duyuru • 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. 
