Click here to close now.


News Feed Item

Kaizen Discovery to Combine With West Cirque Resources in an All-Share Transaction and Expects the Support of Strategic Partner, ITOCHU

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

--  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

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.

Acquisition terms

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

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.

Approvals required

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

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.

Deal protections

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.

Board approvals

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

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

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

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, 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 Hornor
President and CEO
[email protected]

Kaizen Discovery Inc.
Bill Trenaman
VP, Investor Relations
[email protected]

West Cirque Resources Ltd.
Steve Vanry, CFA
President and CEO
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
In today's enterprise, digital transformation represents organizational change even more so than technology change, as customer preferences and behavior drive end-to-end transformation across lines of business as well as IT. To capitalize on the ubiquitous disruption driving this transformation, companies must be able to innovate at an increasingly rapid pace. Traditional approaches for driving innovation are now woefully inadequate for keeping up with the breadth of disruption and change facin...
The Internet of Things is clearly many things: data collection and analytics, wearables, Smart Grids and Smart Cities, the Industrial Internet, and more. Cool platforms like Arduino, Raspberry Pi, Intel's Galileo and Edison, and a diverse world of sensors are making the IoT a great toy box for developers in all these areas. In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists discussed what things are the most important, which will have the most profound...
With all the incredible momentum behind the Internet of Things (IoT) industry, it is easy to forget that not a single CEO wakes up and wonders if “my IoT is broken.” What they wonder is if they are making the right decisions to do all they can to increase revenue, decrease costs, and improve customer experience – effectively the same challenges they have always had in growing their business. The exciting thing about the IoT industry is now these decisions can be better, faster, and smarter. Now ...
PubNub has announced the release of BLOCKS, a set of customizable microservices that give developers a simple way to add code and deploy features for realtime apps.PubNub BLOCKS executes business logic directly on the data streaming through PubNub’s network without splitting it off to an intermediary server controlled by the customer. This revolutionary approach streamlines app development, reduces endpoint-to-endpoint latency, and allows apps to better leverage the enormous scalability of PubNu...
I recently attended and was a speaker at the 4th International Internet of @ThingsExpo at the Santa Clara Convention Center. I also had the opportunity to attend this event last year and I wrote a blog from that show talking about how the “Enterprise Impact of IoT” was a key theme of last year’s show. I was curious to see if the same theme would still resonate 365 days later and what, if any, changes I would see in the content presented.
Apps and devices shouldn't stop working when there's limited or no network connectivity. Learn how to bring data stored in a cloud database to the edge of the network (and back again) whenever an Internet connection is available. In his session at 17th Cloud Expo, Ben Perlmutter, a Sales Engineer with IBM Cloudant, demonstrated techniques for replicating cloud databases with devices in order to build offline-first mobile or Internet of Things (IoT) apps that can provide a better, faster user e...
Microservices are a very exciting architectural approach that many organizations are looking to as a way to accelerate innovation. Microservices promise to allow teams to move away from monolithic "ball of mud" systems, but the reality is that, in the vast majority of organizations, different projects and technologies will continue to be developed at different speeds. How to handle the dependencies between these disparate systems with different iteration cycles? Consider the "canoncial problem"...
Culture is the most important ingredient of DevOps. The challenge for most organizations is defining and communicating a vision of beneficial DevOps culture for their organizations, and then facilitating the changes needed to achieve that. Often this comes down to an ability to provide true leadership. As a CIO, are your direct reports IT managers or are they IT leaders? The hard truth is that many IT managers have risen through the ranks based on their technical skills, not their leadership ab...
Two weeks ago (November 3-5), I attended the Cloud Expo Silicon Valley as a speaker, where I presented on the security and privacy due diligence requirements for cloud solutions. Cloud security is a topical issue for every CIO, CISO, and technology buyer. Decision-makers are always looking for insights on how to mitigate the security risks of implementing and using cloud solutions. Based on the presentation topics covered at the conference, as well as the general discussions heard between sessi...
In his General Session at DevOps Summit, Asaf Yigal, Co-Founder & VP of Product at, explored the value of Kibana 4 for log analysis and provided a hands-on tutorial on how to set up Kibana 4 and get the most out of Apache log files. He examined three use cases: IT operations, business intelligence, and security and compliance. Asaf Yigal is co-founder and VP of Product at log analytics software company In the past, he was co-founder of social-trading platform Currensee, which...
There are over 120 breakout sessions in all, with Keynotes, General Sessions, and Power Panels adding to three days of incredibly rich presentations and content. Join @ThingsExpo conference chair Roger Strukhoff (@IoT2040), June 7-9, 2016 in New York City, for three days of intense 'Internet of Things' discussion and focus, including Big Data's indespensable role in IoT, Smart Grids and Industrial Internet of Things, Wearables and Consumer IoT, as well as (new) IoT's use in Vertical Markets.
Discussions of cloud computing have evolved in recent years from a focus on specific types of cloud, to a world of hybrid cloud, and to a world dominated by the APIs that make today's multi-cloud environments and hybrid clouds possible. In this Power Panel at 17th Cloud Expo, moderated by Conference Chair Roger Strukhoff, panelists addressed the importance of customers being able to use the specific technologies they need, through environments and ecosystems that expose their APIs to make true ...
The buzz continues for cloud, data analytics and the Internet of Things (IoT) and their collective impact across all industries. But a new conversation is emerging - how do companies use industry disruption and technology enablers to lead in markets undergoing change, uncertainty and ambiguity? Organizations of all sizes need to evolve and transform, often under massive pressure, as industry lines blur and merge and traditional business models are assaulted and turned upside down. In this new da...
Container technology is shaping the future of DevOps and it’s also changing the way organizations think about application development. With the rise of mobile applications in the enterprise, businesses are abandoning year-long development cycles and embracing technologies that enable rapid development and continuous deployment of apps. In his session at DevOps Summit, Kurt Collins, Developer Evangelist at, examined how Docker has evolved into a highly effective tool for application del...
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...