Vancouver, British Columbia--(Newsfile Corp. - February 1, 2024) - Kaizen Discovery Inc. (TSXV: KZD) (otherwise "Kaizen" or "the Company"), announces today that it obtained a final order from the Supreme Court of British Columbia with respect to the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"), pursuant to which Ivanhoe Electric Inc. ("IE") will acquire all of the outstanding common shares of Kaizen not already beneficially owned by IE. Receipt of the final order follows the approval of the Arrangement by Company securityholders at the Special Meeting of the Company held on January 29, 2024, at which the Company securityholders voted in favour of the Arrangement by a vote of 62,793,356 For and 1,615,875 Against, and the majority of the minority of Company shareholders approved of the Arrangement by a vote of 2,435,728 For and 1,615,875 Against.
Completion of the Arrangement remains subject to the satisfaction or waiver of certain customary closing conditions for transactions of this nature. Kaizen anticipates that closing of the Arrangement will be completed on February 6, 2024.
For more information about the Arrangement, please refer to the Company's management information circular dated December 20, 2023, which is available on SEDAR+ at www.sedarplus.com under Kaizen's issuer profile.
About Kaizen
Kaizen is a Canadian mineral exploration and development company with exploration projects in Peru. More information on Kaizen is available at www.kaizendiscovery.com.
ON BEHALF OF THE COMPANY
Terry Krepiakevich, Chairman of the Special Committee
Information contact
Ran Li +1-604-689-8765
info@kaizendiscovery.com
Cautionary Note Regarding Forward-Looking Information and Statements
Certain of the information contained in this news release constitutes 'forward-looking information' and 'forward-looking statements' within the meaning of securities laws (together "forward-looking statements"). Such forward-looking statements, include but are not limited to statements relating to: the Arrangement; the ability of the parties to satisfy the conditions of closing of the Arrangement; and the anticipated timing of the completion of the Arrangement. Forward looking statements involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, obtaining required regulatory approvals, exercise of any termination rights under the Arrangement, meeting other conditions, material adverse effects on the business, properties and assets of Kaizen, and whether any superior proposal will be made.
Although Kaizen has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Kaizen does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
The forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause Kaizen's actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. Neither the TSXV or its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
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