Kaizen Reminds Shareholders of Upcoming Annual General Meeting and Provides Update on Rights Offering
Shareholders with questions or require assistance with voting should call Laurel Hill Advisory Group at 1-877-452-7184 or by email at assistance@laurelhill.com
Vancouver, August 23, 2021 - Eric Finlayson, Interim President and Chief Executive Officer of Kaizen Discovery Inc. (TSXV: KZD) ("Kaizen" or the "Company"), today reminds shareholders of the upcoming Annual General Meeting of shareholders (the "Meeting") to be held on Monday, September 27, 2021 at 11:00 am (Pacific Time). The Meeting will be held as a physical and virtual hybrid meeting:
Physical Attendance:
Pan Pacific Vancouver, Pacific Rim Suite 1
300-999 Canada Place, Vancouver, British Columbia V6C 3B5
Virtual Attendance:
https://78449.themediaframe.com/dataconf/productusers/kdc/mediaframe/46340/index.html
Participant / Guest (Toll-Free): 1-877-407-2991
or
1-201-389-0925 (Toll Number)
Meeting #14
To ensure a smooth functioning Meeting and in light of the ongoing public health concerns related to COVID-19 and the challenges and uncertainties that it brings, we kindly ask shareholders planning to attend the Meeting at the physical address above to notify the Company's Corporate Secretary at Suite 606-999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1, or by calling toll-free within North America at 1-888-571-4545 or direct, from outside of North America at +1-604-669-6446 (not a toll-free number) or by email at info@kaizendiscovery.com.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
The Board of Directors of Kaizen recommends that shareholders vote FOR all resolutions.
Kaizen shareholders who have questions or require assistance with voting can contact our proxy solicitation agent, Laurel Hill Advisory Group at 1-877-452-7184 or by email at assistance@laurelhill.com.
We strongly encourage your participation in the Meeting this year. It is an exciting time for the Company, as we are undertaking a corporate reorganization that we believe will act as a catalyst for a new period of growth and development of our business and for our shareholders. The reorganization involves several separate steps, including a conversion of outstanding debt to common shares that will clean-up our balance sheet; a $7.5 million Rights Offering (as hereinafter defined), fully supported by a stand-by commitment, that raises new capital for the development of our business; the addition of new independent directors to build out the expertise of our board and for corporate governance purposes, and finally, a share consolidation that will establish an appropriate issued common share capital for the Company. Upon completion, the reorganization will result in the Company being well-capitalized, debt-free and efficiently structured to advance our mineral projects and to drive value for our shareholders.
Kaizen encourages all shareholders to read the Meeting materials available on the Company's SEDAR profile at www.sedar.com and the Company's website at www.kaizendiscovery.com.
Meeting Matters
Shareholders will be asked to consider and vote on the following matters at the Meeting:
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to set the number of directors at six (6) for the forthcoming year;
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to elect six (6) directors for the forthcoming year;
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to re-appoint Deloitte LLP as auditors for the ensuing year and to authorize the directors to fix their remuneration;
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to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving the Company's existing stock option plan;
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to consider, and if deemed, advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the long-term incentive plan of the Company;
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to consider, and if deemed, advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the deferred share unit plan of the Company;
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to consider, and if deemed, advisable, to pass, with or without variation, an ordinary resolution of holders of the common shares of the Company (each, a "Share") entitled to vote on such resolution in accordance with the Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions, the full text of which is set forth in the management information circular dated August 18, 2021 (the "Circular"), to approve the debt settlement; and
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to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution to approve the consolidation of all of the issued and outstanding Shares (the "Consolidation") on the basis of one (1) post-Consolidation Share for every ten (10) pre-Consolidation Shares, or such other number of pre-Consolidation Shares as the board of directors of the Company, in its sole discretion, determines appropriate and subject to the approval of all applicable regulatory authorities and as more particularly described in the Circular.
The Board of Directors of Kaizen recommends that shareholders vote FOR all resolutions.
Shareholder Information and Questions
Kaizen shareholders who have questions about the Circular or require assistance with voting their Shares can contact our proxy solicitation agent, Laurel Hill Advisory Group:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Calls Outside North America: 416-304-0211
Email: assistance@laurelhill.com
Rights Offering Update
As previously disclosed in the Company's news release dated August 9, 2021 (the "Rights Offering News Release"), the Company will be conducting an offering (the "Rights Offering") of rights to acquire Shares ("Rights") to raise gross proceeds of $7,500,000. The Rights commenced trading on August 20, 2021 on the TSX Venture Exchange under the symbol "KZD.RT" on a "when issued" basis.
Pursuant to the rights offering circular dated August 9, 2021 (the "Rights Offering Circular") and the notice of rights offering dated August 9, 2021 (the "Notice of Rights Offering"), each eligible registered shareholder of the Company, as disclosed in the Rights Offering Circular, holding Shares as at the close of business on August 23, 2021, will receive 0.4851239331 Rights for every one Share held. Each Right will entitle the holder to subscribe for one Share at a subscription price of C$0.045 per Share (the "Basic Subscription Privilege"). Shareholders who fully exercise their Rights under the Basic Subscription Privilege will also be entitled to subscribe for additional Shares, on a pro rata basis, if available as a result of unexercised Rights prior to the Expiry Time, subject to certain limitations as set out in the Company's Rights Offering Circular.
The Rights will expire at 5:00 p.m. (Vancouver time) on September 16, 2021, after which time unexercised Rights will be void and of no value.
Further details of the Rights Offering are contained in the Rights Offering News Release, the Rights Offering Circular and the Notice of Rights Offering, which are filed on SEDAR under the Company's profile at www.sedar.com and are available at the Company's website at www.kaizendiscovery.com, or may be obtained from your dealer representative or by contacting the Company's information contact listed below.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Kaizen
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.
ON BEHALF OF THE COMPANY
Eric Finlayson, Interim President and Chief Executive Officer
Information contact
Ran Li +1-604-689-8765
info@kaizendiscovery.com
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
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 reorganization; the Meeting and approval of matters thereat; and with respect to the Rights Offering. 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 respect of the reorganization and the Rights Offering; and the timing of the Rights Offering. 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 "Risks and Uncertainties" 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/93963
