Kaizen Discovery Announces Annual General Shareholder Meeting Voting Results and Debt Settlement

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September 30, 2021

Kaizen Discovery Inc.Announces Voting Results for
Annual General Meeting of Shareholders and Debt
Rules

VANCOUVER, CANADA – Eric Finlayson, Interim President and CEO of Kaizen Discovery Inc. (“Kaizen“or the”Society“) (TSXV: KZD) announces that at its annual general meeting of shareholders held on September 27, 2021 (the”Meeting“), all directors appointed as set out in the management information circular dated August 18, 2021 (the”Circular“) were elected. The shareholders voted to fix the number of directors at six (6) for the coming year.

The detailed results relating to the election of directors are as follows:

Director Votes
For
% Votes
Retained
%
David Boehm

268 009 200

99.98%

48,600

0.02%

Jay chmelauskas

268 009 200

99.98%

48,600

0.02%

Eric Finlayson

268 009 200

99.98%

48,600

0.02%

Terry John Krepiakevich

267 984 200

99.97%

73,600

0.03%

Ricardo Labó

267 983 890

99.97%

73,910

0.03%

Blake Steele

268 009 200

99.98%

48,600

0.02%

Kaizen reports that shareholders voted in favor of reappointing Deloitte LLP as auditors of the Company for the coming year and allowing directors to set their compensation.

In addition, the Company has received the approval of disinterested shareholders for the Company’s long-term stock incentive plan and the deferred share unit plan. The shareholders also voted to re-approve the Company’s stock option plan, the whole as more particularly described in the Circular.

Kaizen reports that shareholders voted in favor of a resolution approving the consolidation (the “Consolidation“) all issued and outstanding common shares of the Company (each, a”To share“) on the basis of one (1) post-consolidation share for ten (10) pre-consolidation shares, or as determined by the board of directors of the Company (the”Plank“) at its sole discretion and as more particularly described in the Circular. The ability of the Board to proceed with the Consolidation remains subject to the TSX Venture Exchange (“TSXV“) Approval. The Company will announce by press release whether it decides to proceed with the Consolidation.

Debt settlement

At the meeting, the shareholders entitled to vote on such a resolution in accordance with multilateral instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“) approved the debt settlement agreement with Kaizen’s majority shareholder, Ivanhoe Electric (BVI) Inc. (“Ivanhoé Electric BVI“).

On September 30, 2021, the Company issued 148,062,778 shares at a price of C $ 0.05 per share to Ivanhoe Electric BVI in settlement of all unpaid debts owed to Ivanhoe Electric BVI in the amount of $ 7,403,138.90 CA (comprising principal of US $ 5,242,000 and accrued interest of US $ 568,485). )1 (the “Debt settlement“).

Shares issued to Ivanhoe Electric BVI are subject to a legal hold period in Canada expiring four months and one day from the date of issue. As a result of the share issuance, Ivanhoe Electric BVI now owns 544,289,707 shares of the company, representing an approximate 82.68% stake in the company.

The debt settlement was a “related party transaction” under NI 61-101 and required “minority approval” of shareholders under NI 61-101. Pursuant to section 5.5 (b) of NI 61-101, the Company was exempt from obtaining a formal assessment with respect to the Debt Settlement. A full description of the debt settlement, including the review and approval process adopted by the board and the special committee, has been included in the circular provided to shareholders in connection with the meeting.

The Company will file a material change report with respect to the closing of the debt settlement. However, the material change report will be filed less than 21 days before the closing of the debt settlement, which is in accordance with market practice and the Company considers reasonable in the circumstances.

About Kaizen

Kaizen is a Canadian mining exploration and development company with exploration projects in Peru and Canada. More information about Kaizen is available at www.kaizendiscovery.com

1 CAD 1.2741 based on the Bank of Canada daily exchange rate on September 29, 2021.

IN THE NAME OF THE COMPANY
Eric Finlayson, Interim CEO and President

Information

Ran Li + 1-604-689-8765

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 press release includes “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities laws. All statements included in this press release, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the consolidation and the filing of a material change report. 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” , “Objective”, “budget” and “intention” and statements that an event or result “may”, “will”, “should”, “could” or “could” occur or be achieved and d ‘other similar expressions and understands the negative aspects thereof.

Forward-looking statements are based on a number of assumptions and estimates which, although considered reasonable by management based on the businesses and markets in which the Company operates, are inherently subject to significant uncertainties. , operational, economic and competitive risks and contingencies. These include assumptions regarding, among other things: receipt by the Company of all necessary regulatory, stock exchange and third party approvals. In addition, forward-looking statements are also based on assumptions about general business and economic conditions; the availability of additional financing for exploration and the mining project; supply and demand, stocks, level and volatility of metal prices; timing and receipt of government permits and approvals; timing and receipt of community and landowner approvals; changes in regulations; political factors; the accuracy of the Company’s interpretation of drilling results; the geology, grade and continuity of the Company’s mineral deposits; the availability of equipment, skilled labor and services necessary for the exploration and development of mineral properties; and currency fluctuations. There can be no assurance that forward-looking statements will prove to be exact 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 the 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 disruption resulting from the COVID-19 outbreak or other infectious disease, and other explorations or other risks detailed herein and from time to time in documents filed by the Company with securities regulators, including those described under “Risk Factors” in the last management report filed by the Company. The Company does not undertake to update or revise forward-looking statements, except in accordance with applicable law.


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