Vancouver, British Columbia--(Newsfile Corp. - June 26, 2023) - Kaizen Discovery Inc. (TSXV: KZD) (otherwise "Kaizen" or "the Company") announces today that it has arranged a short-term loan of C$2 million (the "Short-Term Loan") from Kaizen's indirect majority shareholder, Ivanhoe Electric Inc. ("IE").
IE will advance funds under the Short-Term Loan at its discretion from time to time upon request by Kaizen prior to the maturity date. The Short-Term Loan will be evidenced on a grid promissory note and will bear interest at 12% per annum, compounding only at maturity. The interest rate will increase to 14% per annum if Kaizen does not repay the amount owing upon the maturity date, which is the earlier of December 31, 2023 or two business days following the Company's receipt of gross proceeds of not less than CAD$5 million from an equity offering. The purpose of the Short-Term Loan is for general corporate purposes.
The Short-Term Loan constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as IE is a related party of Kaizen given its greater than 10% beneficial shareholding. Pursuant to Section 5.7(1)(f) of MI 61-101, the Company is exempt from obtaining minority approval of the Company's shareholders in respect of the Short-Term Loan because it was determined by the independent directors that the Short-Term Loan is on reasonable commercial terms that are not less advantageous to the Company than if the Short-Term Loan was obtained from a person dealing at arm's length with the Company and because the Short-Term Loan is not convertible into, or repayable in, equity or voting securities of the Company or a subsidiary of the Company or otherwise participating in nature. Mr. Finlayson, a director and officer of the Company, disclosed his interest in the Short-Term Loan as a result of his connection to IE and abstained from voting on the board resolutions approving the Short-Term Loan. The Company will file a material change report in respect of the Short-Term Loan. However, the material change report will be filed less than 21 days prior to the closing of the Short-Term Loan, which is consistent with market practice and which the Company deems is reasonable in the circumstances.
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.
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