|By Marketwired .||
|May 26, 2014 05:30 PM EDT||
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.
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.
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.
Kaizen Discovery Inc.
President and CEO
Kaizen Discovery Inc.
VP, Investor Relations
West Cirque Resources Ltd.
Steve Vanry, CFA
President and CEO
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
Dec. 7, 2016 03:30 PM EST Reads: 1,761
"IoT is going to be a huge industry with a lot of value for end users, for industries, for consumers, for manufacturers. How can we use cloud to effectively manage IoT applications," stated Ian Khan, Innovation & Marketing Manager at Solgeniakhela, in this SYS-CON.tv interview at @ThingsExpo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 02:30 PM EST Reads: 4,303
Successful digital transformation requires new organizational competencies and capabilities. Research tells us that the biggest impediment to successful transformation is human; consequently, the biggest enabler is a properly skilled and empowered workforce. In the digital age, new individual and collective competencies are required. In his session at 19th Cloud Expo, Bob Newhouse, CEO and founder of Agilitiv, drew together recent research and lessons learned from emerging and established compa...
Dec. 7, 2016 02:30 PM EST Reads: 935
Enterprise IT has been in the era of Hybrid Cloud for some time now. But it seems most conversations about Hybrid are focused on integrating AWS, Microsoft Azure, or Google ECM into existing on-premises systems. Where is all the Private Cloud? What do technology providers need to do to make their offerings more compelling? How should enterprise IT executives and buyers define their focus, needs, and roadmap, and communicate that clearly to the providers?
Dec. 7, 2016 02:24 PM EST Reads: 221
"Coalfire is a cyber-risk, security and compliance assessment and advisory services firm. We do a lot of work with the cloud service provider community," explained Ryan McGowan, Vice President, Sales (West) at Coalfire Systems, Inc., in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 02:15 PM EST Reads: 947
Financial Technology has become a topic of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 20th Cloud Expo at the Javits Center in New York, June 6-8, 2017, will find fresh new content in a new track called FinTech.
Dec. 7, 2016 02:15 PM EST Reads: 2,189
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
Dec. 7, 2016 02:15 PM EST Reads: 1,107
Information technology is an industry that has always experienced change, and the dramatic change sweeping across the industry today could not be truthfully described as the first time we've seen such widespread change impacting customer investments. However, the rate of the change, and the potential outcomes from today's digital transformation has the distinct potential to separate the industry into two camps: Organizations that see the change coming, embrace it, and successful leverage it; and...
Dec. 7, 2016 02:15 PM EST Reads: 3,376
"Dice has been around for the last 20 years. We have been helping tech professionals find new jobs and career opportunities," explained Manish Dixit, VP of Product and Engineering at Dice, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 01:45 PM EST Reads: 1,103
Get deep visibility into the performance of your databases and expert advice for performance optimization and tuning. You can't get application performance without database performance. Give everyone on the team a comprehensive view of how every aspect of the system affects performance across SQL database operations, host server and OS, virtualization resources and storage I/O. Quickly find bottlenecks and troubleshoot complex problems.
Dec. 7, 2016 01:30 PM EST Reads: 2,143
SYS-CON Events announced today that Dataloop.IO, an innovator in cloud IT-monitoring whose products help organizations save time and money, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Dataloop.IO is an emerging software company on the cutting edge of major IT-infrastructure trends including cloud computing and microservices. The company, founded in the UK but now based in San Fran...
Dec. 7, 2016 01:30 PM EST Reads: 393
"We are a custom software development, engineering firm. We specialize in cloud applications from helping customers that have on-premise applications migrating to the cloud, to helping customers design brand new apps in the cloud. And we specialize in mobile apps," explained Peter Di Stefano, Vice President of Marketing at Impiger Technologies, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 01:24 PM EST Reads: 219
Rapid innovation, changing business landscapes, and new IT demands force businesses to make changes quickly. In the eyes of many, containers are at the brink of becoming a pervasive technology in enterprise IT to accelerate application delivery. In this presentation, attendees learned about the: The transformation of IT to a DevOps, microservices, and container-based architecture What are containers and how DevOps practices can operate in a container-based environment A demonstration of how ...
Dec. 7, 2016 12:45 PM EST Reads: 1,078
President Obama recently announced the launch of a new national awareness campaign to "encourage more Americans to move beyond passwords – adding an extra layer of security like a fingerprint or codes sent to your cellphone." The shift from single passwords to multi-factor authentication couldn’t be timelier or more strategic. This session will focus on why passwords alone are no longer effective, and why the time to act is now. In his session at 19th Cloud Expo, Chris Webber, security strateg...
Dec. 7, 2016 12:35 PM EST Reads: 263
"At ROHA we develop an app called Catcha. It was developed after we spent a year meeting with, talking to, interacting with senior citizens watching them use their smartphones and talking to them about how they use their smartphones so we could get to know their smartphone behavior," explained Dave Woods, Chief Innovation Officer at ROHA, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 12:30 PM EST Reads: 620