|By Marketwired .||
|April 16, 2014 06:00 PM EDT||
TOKYO, JAPAN and VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/16/14 -- Kaizen Discovery Inc. (TSX VENTURE:KZD) and West Cirque Resources Ltd. (TSX VENTURE:WCQ) are pleased to announce the signing of a definitive agreement that would see Kaizen acquire all of the common shares of West Cirque in an all-share transaction.
Under the terms of the planned acquisition, each West Cirque shareholder would receive one-half of one Kaizen common share for each West Cirque common share.
West Cirque is a Vancouver-based mineral exploration company with seven highly prospective copper-gold porphyry exploration projects in British Columbia, Canada - three of which are subject to an earn-in agreement with Freeport-McMoRan of Canada Limited.
Matthew Hornor, President and Chief Executive Officer of Kaizen, said the planned acquisition of West Cirque is a significant step in the strategy of positioning Kaizen for future growth, and is expected to gain the support of its strategic financing partner, ITOCHU, in pursuit of Kaizen's objective of delivering minerals to Japan's industrial sector.
"The combination of Kaizen's existing portfolio of exploration projects in Australia and Africa, and West Cirque's portfolio in Canada, will establish a stronger company with an impressive and diverse pipeline of projects," Mr. Hornor added.
West Cirque President and Chief Executive Officer Steve Vanry added: "Our transaction with Kaizen is truly complementary, as it combines our strong technical expertise with a group that has a long-established track record of exploration success and mine financing. The combined entity offers shareholders early-stage ownership in a uniquely positioned enterprise focused on rapidly becoming a dominant player in the minerals discovery and development industry."
Expected support from strategic partner ITOCHU
ITOCHU Corporation, a leading Japanese trading house, holds a 6.3% stake in Kaizen. An earlier framework agreement entered into between Kaizen and ITOCHU in January 2014 established a collaborative working arrangement under which both companies can evaluate opportunities to explore and develop selected, high-quality, international mineral projects. Based on the signed framework agreement, ITOCHU has the right of first offer to enter into projects introduced by Kaizen. After completing the planned acquisition of West Cirque, Kaizen expects ITOCHU to participate in West Cirque's exploration projects.
The details of the framework agreement were provided in Kaizen's January 30, 2014, news release available here.
Highlights of the West Cirque transaction
-- West Cirque's portfolio of Canadian exploration properties would complement Kaizen's existing projects in Australia and Africa. -- West Cirque shareholders would participate in a larger, well-capitalized Kaizen, which has current cash holdings of approximately C$13.4 million. -- Kaizen's in-house technical expertise will be enhanced through the addition of members of West Cirque's experienced senior management team, who are expected to continue their employment with the combined company. -- The size and composition of Kaizen's current board will remain unchanged. -- New opportunities would be provided to apply proprietary geophysical and exploration technologies available to Kaizen under licence from its controlling shareholder, HPX TechCo, to the exploration of West Cirque's projects.
Outline of the West Cirque portfolio
Since 2011, West Cirque has been focused on advancing porphyry copper-gold prospects in British Columbia's main porphyry belts, the Early Mesozoic arcs of the Stikine and Quesnel terranes. In 2013, West Cirque partnered with Freeport-McMoRan of Canada Limited to explore three projects in northern Stikine terrane - Castle, Tanzilla and Pliny. West Cirque and Freeport are planning to initiate the first drill test of the large lithocap-associated porphyry target at Tanzilla in July 2014. In southern Quesnel terrane, West Cirque has acquired a large land position in the Aspen Grove copper belt, located halfway between the Highland Valley and Copper Mountain mines. Initial exploration of the Aspen Grove project in 2013 resulted in discovery of a significant porphyry copper-gold target at the Par prospect. West Cirque's projects are shown in the accompanying map.
Freeport can earn an initial 51% interest in the Castle, Tanzilla and Pliny projects by funding expenditures of C$8 million over a four-year period. Kaizen expects to continue West Cirque's close working relationship with Freeport.
Full details of the planned acquisition will be included in a West Cirque management information circular expected to be mailed to its shareholders in May 2014 in advance of a special meeting of shareholders and option holders to be held on or before July 15, 2014. The circular will be available for download at www.sedar.com.
Holders of West Cirque options on the effective date of the acquisition will receive replacement Kaizen options in exchange for their existing West Cirque options. The number of 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.
The transaction will be subject to approval by 66.66% of the votes cast by West Cirque shareholders and option holders voting together as a single class.
Kaizen's controlling shareholder, HPX TechCo, supports the transaction. To the extent required by the TSX Venture Exchange (TSXV), Kaizen intends to satisfy any shareholder meeting requirement through a written resolution of HPX TechCo.
The transaction also is subject to the satisfaction of other customary closing conditions and deliveries, including the approval of the Supreme Court of British Columbia; required TSXV approvals; that there is no material adverse change to West Cirque prior to completion of the arrangement; and a due diligence condition in favour of Kaizen. A copy of the arrangement agreement will be filed on SEDAR at www.sedar.com.
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.
The arrangement agreement includes customary deal-protection provisions in favour of Kaizen, including a customary non-solicitation covenant from West Cirque (except for certain unsolicited approaches) and a break fee of C$400,000 if, following an unsolicited superior proposal, West Cirque wishes to terminate the arrangement agreement and pursue that proposal. However, if an unsolicited, superior proposal is to be pursued by West Cirque, Kaizen has a customary five-day right to match such a proposal. The arrangement agreement also provides for mutual limited expense reimbursements of C$150,000 in certain circumstances.
Voting lock-up agreements
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 proposed transaction. 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 transaction.
The Boards of Directors of both companies have determined that the proposed transaction is in the best interests of their respective companies based on a number of factors, including, in the case of West Cirque, a fairness opinion, which concludes that the consideration to be received by West Cirque shareholders is fair, from a financial point of view. Each company's Board of Directors also has unanimously approved the terms of the transaction and West Cirque's directors will recommend that their shareholders vote in favor of the transaction at its shareholder meeting.
In the United States, the issuance of Kaizen securities under the transaction will be conducted in reliance on the exemption from registration requirements found in section 3(a) (10) of the Securities Act of 1933.
Conference call on Tuesday, April 22, 2014
Kaizen and West Cirque executives will host a telephone conference call on Tuesday, April 22, at 12:00 p.m. Eastern time (9:00 a.m. Pacific) to discuss the transaction and answer questions.
The conference call may be accessed by dialling toll-free +1-866-225-0198 in North America and toll-free +1-800-9559-6849 internationally. An operator will register participants.
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.
More information on Kaizen is available at www.kaizendiscovery.com.
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.
More information on West Cirque is available at www.westcirqueresources.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.
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 will be made 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 shareholders 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.
President and CEO
Kaizen Discovery Inc.
VP, Investor Relations
West Cirque Resources Ltd.
Steve Vanry, CFA
President and CEO
SYS-CON Events announced today that G2G3 will exhibit at SYS-CON's @DevOpsSummit Silicon Valley, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Based on a collective appreciation for user experience, design, and technology, G2G3 is uniquely qualified and motivated to redefine how organizations and people engage in an increasingly digital world.
Sep. 2, 2015 03:00 AM EDT Reads: 519
SYS-CON Events announced today that DataClear Inc. will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The DataClear ‘BlackBox’ is the only solution that moves your PC, browsing and data out of the United States and away from prying (and spying) eyes. Its solution automatically builds you a clean, on-demand, virus free, new virtual cloud based PC outside of the United States, and wipes it clean...
Sep. 2, 2015 02:30 AM EDT Reads: 444
Through WebRTC, audio and video communications are being embedded more easily than ever into applications, helping carriers, enterprises and independent software vendors deliver greater functionality to their end users. With today’s business world increasingly focused on outcomes, users’ growing calls for ease of use, and businesses craving smarter, tighter integration, what’s the next step in delivering a richer, more immersive experience? That richer, more fully integrated experience comes ab...
Sep. 2, 2015 02:00 AM EDT Reads: 694
In their Live Hack” presentation at 17th Cloud Expo, Stephen Coty and Paul Fletcher, Chief Security Evangelists at Alert Logic, will provide the audience with a chance to see a live demonstration of the common tools cyber attackers use to attack cloud and traditional IT systems. This “Live Hack” uses open source attack tools that are free and available for download by anybody. Attendees will learn where to find and how to operate these tools for the purpose of testing their own IT infrastructu...
Sep. 2, 2015 01:45 AM EDT Reads: 480
Too often with compelling new technologies market participants become overly enamored with that attractiveness of the technology and neglect underlying business drivers. This tendency, what some call the “newest shiny object syndrome,” is understandable given that virtually all of us are heavily engaged in technology. But it is also mistaken. Without concrete business cases driving its deployment, IoT, like many other technologies before it, will fade into obscurity.
Sep. 1, 2015 11:45 PM EDT Reads: 396
Puppet Labs has announced the next major update to its flagship product: Puppet Enterprise 2015.2. This release includes new features providing DevOps teams with clarity, simplicity and additional management capabilities, including an all-new user interface, an interactive graph for visualizing infrastructure code, a new unified agent and broader infrastructure support.
Sep. 1, 2015 11:45 PM EDT Reads: 541
It’s been proven time and time again that in tech, diversity drives greater innovation, better team productivity and greater profits and market share. So what can we do in our DevOps teams to embrace diversity and help transform the culture of development and operations into a true “DevOps” team? In her session at DevOps Summit, Stefana Muller, Director, Product Management – Continuous Delivery at CA Technologies, answered that question citing examples, showing how to create opportunities for ...
Sep. 1, 2015 11:00 PM EDT Reads: 510
Any Ops team trying to support a company in today’s cloud-connected world knows that a new way of thinking is required – one just as dramatic than the shift from Ops to DevOps. The diversity of modern operations requires teams to focus their impact on breadth vs. depth. In his session at DevOps Summit, Adam Serediuk, Director of Operations at xMatters, Inc., will discuss the strategic requirements of evolving from Ops to DevOps, and why modern Operations has begun leveraging the “NoOps” approa...
Sep. 1, 2015 08:15 PM EDT Reads: 421
IBM’s Blue Box Cloud, powered by OpenStack, is now available in any of IBM’s globally integrated cloud data centers running SoftLayer infrastructure. Less than 90 days after its acquisition of Blue Box, IBM has integrated its Blue Box Cloud Dedicated private-cloud-as-a-service into its broader portfolio of OpenStack® based solutions. The announcement, made today at the OpenStack Silicon Valley event, further highlights IBM’s continued support to deliver OpenStack solutions across all cloud depl...
Sep. 1, 2015 07:00 PM EDT Reads: 273
Red Hat is investing in Tesora, the number one contributor to OpenStack Trove Database as a Service (DBaaS) also ranked among the top 20 companies contributing to OpenStack overall. Tesora, the company bringing OpenStack Trove Database as a Service (DBaaS) to the enterprise, has announced that Red Hat and others have invested in the company as a part of Tesora's latest funding round. The funding agreement expands on the ongoing collaboration between Tesora and Red Hat, which dates back to Febr...
Sep. 1, 2015 04:30 PM EDT Reads: 391
WSM International, the pioneer and leader in server migration services, has announced an agreement with WHOA.com, a leader in providing secure public, private and hybrid cloud computing services. Under terms of the agreement, WSM will provide migration services to WHOA.com customers to relocate some or all of their applications, digital assets, and other computing workloads to WHOA.com enterprise-class, secure cloud infrastructure. The migration services include detailed evaluation and planning...
Sep. 1, 2015 04:00 PM EDT Reads: 198
Cloud and datacenter migration innovator AppZero has joined the Microsoft Enterprise Cloud Alliance Program. AppZero is a fast, flexible way to move Windows Server applications from any source machine – physical or virtual – to any destination server, in any cloud or datacenter, using its patented container technology. AppZero’s container is also called a Virtual Application Appliance (VAA). To facilitate Microsoft Azure onboarding, AppZero has two purpose-built offerings: AppZero SP for Azure,...
Sep. 1, 2015 04:00 PM EDT Reads: 215
SYS-CON Events announced today that IceWarp will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. IceWarp, the leader of cloud and on-premise messaging, delivers secured email, chat, documents, conferencing and collaboration to today's mobile workforce, all in one unified interface
Sep. 1, 2015 03:00 PM EDT Reads: 444
In 2014, the market witnessed a massive migration to the cloud as enterprises finally overcame their fears of the cloud’s viability, security, etc. Over the past 18 months, AWS, Google and Microsoft have waged an ongoing battle through a wave of price cuts and new features. For IT executives, sorting through all the noise to make the best cloud investment decisions has become daunting. Enterprises can and are moving away from a "one size fits all" cloud approach. The new competitive field has ...
Sep. 1, 2015 02:45 PM EDT
In his session at @ThingsExpo, Lee Williams, a producer of the first smartphones and tablets, will talk about how he is now applying his experience in mobile technology to the design and development of the next generation of Environmental and Sustainability Services at ETwater. He will explain how M2M controllers work through wirelessly connected remote controls; and specifically delve into a retrofit option that reverse-engineers control codes of existing conventional controller systems so the...
Sep. 1, 2015 02:45 PM EDT Reads: 169