Kaizen Discovery and West Cirque Announce Granting of Interim Order
for Proposed Business Combination
West Cirque securityholders meeting to be held on June 26,
2014
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 26, 2014) -
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.
Kaizen Discovery Inc.Matthew HornorPresident and
CEO+1-604-669-6446matthew@kaizendiscovery.comKaizen Discovery
Inc.Bill TrenamanVP, Investor
Relations+1-604-669-6446bill@kaizendiscovery.comwww.kaizendiscovery.comWest
Cirque Resources Ltd.Steve Vanry, CFAPresident and
CEO+1-604-558-4604svanry@westcirqueresources.comwww.westcirqueresources.com
West Cirque Resources Ltd (TSXV:WCQ)
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