Welcome!

News Feed Item

Kaizen Discovery and West Cirque Announce Granting of Interim Order for Proposed Business Combination

West Cirque securityholders meeting to be held on June 26, 2014

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/26/14 -- Kaizen Discovery Inc. (TSX VENTURE:KZD) and West Cirque Resources Ltd. (TSX VENTURE:WCQ) are pleased to announce that an interim order of the Superior Court of British Columbia (the "Interim Order") has been obtained in respect of their previously announced business combination by means of plan of arrangement (the "Arrangement"). The Interim Order provides for, among other things, the calling and the holding of a special meeting of securityholders of West Cirque to consider and approve the Arrangement. The granting of the Interim Order was a condition to the completion of the business combination.

West Cirque Securityholders' Meeting

A special meeting of the West Cirque securityholders is scheduled to be held at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia on June 26, 2014 at 10:00 a.m. (Vancouver time) to consider the Arrangement. The record date for the special meeting was May 20, 2014.

The Arrangement will be subject to approval by 66 2/3% of the votes cast by West Cirque shareholders and optionholders voting together as a single class at the special meeting.

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 Arrangement. 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 Arrangement.

A Notice of Special Meeting and a Management Information Circular for West Cirque (the "Circular") will be mailed to securityholders of West Cirque shortly. A copy of the Circular will also be available on West Cirque's website at www.westcirqueresources.com. It will also be available under the profile of West Cirque on SEDAR at www.sedar.com.

Kaizen is not required to obtain shareholder approval in order to complete the Arrangement.

Acquisition terms

Under the terms of the Arrangement, each West Cirque shareholder would receive one-half of one Kaizen common share for each West Cirque common share.

Holders of West Cirque options on the effective date of the Arrangement will receive replacement Kaizen options in exchange for their existing West Cirque options. Kaizen expects to issue approximately 1.1 million 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.

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.

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.

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.

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

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 is 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 securityholders 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.

Contacts:
Kaizen Discovery Inc.
Matthew Hornor
President and CEO
+1-604-669-6446
[email protected]

Kaizen Discovery Inc.
Bill Trenaman
VP, Investor Relations
+1-604-669-6446
[email protected]
www.kaizendiscovery.com

Contacts:
West Cirque Resources Ltd.
Steve Vanry, CFA
President and CEO
+1-604-558-4604
[email protected]
www.westcirqueresources.com

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
SYS-CON Events announced today that Enroute Lab will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enroute Lab is an industrial design, research and development company of unmanned robotic vehicle system. For more information, please visit http://elab.co.jp/.
Cloud-based disaster recovery is critical to any production environment and is a high priority for many enterprise organizations today. Nearly 40% of organizations have had to execute their BCDR plan due to a service disruption in the past two years. Zerto on IBM Cloud offer VMware and Microsoft customers simple, automated recovery of on-premise VMware and Microsoft workloads to IBM Cloud data centers.
Why Federal cloud? What is in Federal Clouds and integrations? This session will identify the process and the FedRAMP initiative. But is it sufficient? What is the remedy for keeping abreast of cutting-edge technology? In his session at 21st Cloud Expo, Rasananda Behera will examine the proposed solutions: Private or public or hybrid cloud Responsible governing bodies How can we accomplish?
There is huge complexity in implementing a successful digital business that requires efficient on-premise and cloud back-end infrastructure, IT and Internet of Things (IoT) data, analytics, Machine Learning, Artificial Intelligence (AI) and Digital Applications. In the data center alone, there are physical and virtual infrastructures, multiple operating systems, multiple applications and new and emerging business and technological paradigms such as cloud computing and XaaS. And then there are pe...
SYS-CON Events announced today that Daiya Industry will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Daiya Industry specializes in orthotic support systems and assistive devices with pneumatic artificial muscles in order to contribute to an extended healthy life expectancy. For more information, please visit https://www.daiyak...
Real IoT production deployments running at scale are collecting sensor data from hundreds / thousands / millions of devices. The goal is to take business-critical actions on the real-time data and find insights from stored datasets. In his session at @ThingsExpo, John Walicki, Watson IoT Developer Advocate at IBM Cloud, will provide a fast-paced developer journey that follows the IoT sensor data from generation, to edge gateway, to edge analytics, to encryption, to the IBM Bluemix cloud, to Wa...
New competitors, disruptive technologies, and growing expectations are pushing every business to both adopt and deliver new digital services. This ‘Digital Transformation’ demands rapid delivery and continuous iteration of new competitive services via multiple channels, which in turn demands new service delivery techniques – including DevOps. In this power panel at @DevOpsSummit 20th Cloud Expo, moderated by DevOps Conference Co-Chair Andi Mann, panelists examined how DevOps helps to meet the de...
Cloud Expo, Inc. has announced today that Andi Mann and Aruna Ravichandran have been named Co-Chairs of @DevOpsSummit at Cloud Expo Silicon Valley which will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. "DevOps is at the intersection of technology and business-optimizing tools, organizations and processes to bring measurable improvements in productivity and profitability," said Aruna Ravichandran, vice president, DevOps product and solutions marketing...
The last two years has seen discussions about cloud computing evolve from the public / private / hybrid split to the reality that most enterprises will be creating a complex, multi-cloud strategy. Companies are wary of committing all of their resources to a single cloud, and instead are choosing to spread the risk – and the benefits – of cloud computing across multiple providers and internal infrastructures, as they follow their business needs. Will this approach be successful? How large is the ...
Enterprises are moving to the cloud faster than most of us in security expected. CIOs are going from 0 to 100 in cloud adoption and leaving security teams in the dust. Once cloud is part of an enterprise stack, it’s unclear who has responsibility for the protection of applications, services, and data. When cloud breaches occur, whether active compromise or a publicly accessible database, the blame must fall on both service providers and users. In his session at 21st Cloud Expo, Ben Johnson, C...
In his session at @ThingsExpo, Greg Gorman is the Director, IoT Developer Ecosystem, Watson IoT, will provide a short tutorial on Node-RED, a Node.js-based programming tool for wiring together hardware devices, APIs and online services in new and interesting ways. It provides a browser-based editor that makes it easy to wire together flows using a wide range of nodes in the palette that can be deployed to its runtime in a single-click. There is a large library of contributed nodes that help so...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend 21st Cloud Expo October 31 - November 2, 2017, at the Santa Clara Convention Center, CA, and June 12-14, 2018, at the Javits Center in New York City, NY, and learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
Many organizations adopt DevOps to reduce cycle times and deliver software faster; some take on DevOps to drive higher quality and better end-user experience; others look to DevOps for a clearer line-of-sight to customers to drive better business impacts. In truth, these three foundations go together. In this power panel at @DevOpsSummit 21st Cloud Expo, moderated by DevOps Conference Co-Chair Andi Mann, industry experts will discuss how leading organizations build application success from all...
Most of the time there is a lot of work involved to move to the cloud, and most of that isn't really related to AWS or Azure or Google Cloud. Before we talk about public cloud vendors and DevOps tools, there are usually several technical and non-technical challenges that are connected to it and that every company needs to solve to move to the cloud. In his session at 21st Cloud Expo, Stefano Bellasio, CEO and founder of Cloud Academy Inc., will discuss what the tools, disciplines, and cultural...
The “Digital Era” is forcing us to engage with new methods to build, operate and maintain applications. This transformation also implies an evolution to more and more intelligent applications to better engage with the customers, while creating significant market differentiators. In both cases, the cloud has become a key enabler to embrace this digital revolution. So, moving to the cloud is no longer the question; the new questions are HOW and WHEN. To make this equation even more complex, most ...