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Kaizen Discovery Inc
Symbol KZD
Shares Issued 343,554,821
Close 2021-08-23 C$ 0.04
Recent Sedar Documents

Kaizen reminds holders about AGM, rights offering

2021-08-23 10:28 ET - News Release

Mr. Eric Finlayson reports

KAIZEN REMINDS SHAREHOLDERS OF UPCOMING ANNUAL GENERAL MEETING AND PROVIDES UPDATE ON RIGHTS OFFERING

Kaizen Discovery Inc. is reminding shareholders of the coming annual general meeting of shareholders to be held on Monday, Sept. 27, 2021, at 11 a.m. Pacific Time. The meeting will be held as a physical and virtual hybrid meeting.

  • Physical attendance: Pan Pacific Vancouver, Pacific Rim, Suite 1300, 999 Canada Place, Vancouver, B.C., V6C 3B5;
  • Participant/guest (toll-free): 1-877-407-2991 or 1-201-389-0925 (toll number) (meeting No. 14).

To ensure a smooth-functioning meeting and in light of the continuing public health concerns related to COVID-19 and the challenges and uncertainties that it brings, the company kindly asks shareholders planning to attend the meeting at the physical address to notify the company's corporate secretary at Suite 606, 999 Canada Place, Vancouver, B.C., V6C 3E1; by calling toll-free within North America at 1-888-571-4545 or direct (from outside of North America) at 1-604-669-6446 (not a toll-free number); or by e-mail at info@kaizendiscovery.com.

Your vote is important -- please vote

The board of directors of Kaizen recommends that shareholders vote for all resolutions.

Kaizen shareholders who have questions or require assistance with voting can contact the company's proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 or by e-mail at assistance@laurelhill.com.

The company strongly encourages your participation in the meeting this year. It is an exciting time for the company as we are undertaking a corporate reorganization that Kaizen believes will act as a catalyst for a new period of growth and development of the company's business and for the company's shareholders. The reorganization involves several separate steps, including a conversion of outstanding debt to common shares that will clean up the company's balance sheet; a $7.5-million rights offering (as hereinafter defined), fully supported by a standby commitment, that raises new capital for the development of the company's business; the addition of new independent directors to build out the expertise of the company's board and for corporate governance purposes; and, finally, a share consolidation that will establish an appropriate issued common share capital for the company. Upon completion, the reorganization will result in the company being well capitalized, debt-free and efficiently structured to advance its mineral projects and to drive value for the company's shareholders.

Kaizen encourages all shareholders to read the meeting materials available on the company's SEDAR profile and the company's website.

Meeting matters

Shareholders will be asked to consider and vote on the following matters at the meeting:

  1. To set the number of directors at six for the forthcoming year;
  2. To elect six directors for the forthcoming year;
  3. To reappoint Deloitte LLP as auditor for the ensuing year and to authorize the directors to fix its remuneration;
  4. To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution approving the company's existing stock option plan;
  5. To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the long-term incentive plan of the company;
  6. To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the deferred share unit plan of the company;
  7. To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of holders of the common shares of the company entitled to vote on such resolution in accordance with Multilateral Instrument 61-101, Protection of Minority Securityholders in Special Transactions, the full text of which is set forth in the management information circular dated Aug. 18, 2021, to approve the debt settlement;
  8. To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to approve the consolidation of all of the issued and outstanding shares on the basis of one postconsolidation share for every 10 preconsolidation shares, or such other number of preconsolidation shares as the board of directors of the company, in its sole discretion, determines appropriate and subject to the approval of all applicable regulatory authorities and as more particularly described in the circular.

The board of directors of Kaizen recommends that shareholders vote for all resolutions.

Shareholder information and questions

Kaizen shareholders who have questions about the circular or require assistance with voting their shares can contact our proxy solicitation agent, Laurel Hill Advisory Group, as follows.

North America toll-free number:  1-877-452-7184

Calls outside North America:  416-304-0211

E-mail:  assistance@laurelhill.com

Rights offering update

As previously disclosed in the company's news release dated Aug. 9, 2021, the company will be conducting an offering of rights to acquire shares to raise gross proceeds of $7.5-million. The rights commenced trading on Aug. 20, 2021, on the TSX Venture Exchange under the symbol KZD.RT on a when issued basis.

Pursuant to the rights offering circular dated Aug. 9, 2021, and the notice of rights offering dated Aug. 9, 2021, each eligible registered shareholder of the company, as disclosed in the rights offering circular, holding shares as at the close of business on Aug. 23, 2021, will receive 0.4851239331 right for every one share held. Each right will entitle the holder to subscribe for one share at a subscription price of 4.5 cents per share. Shareholders who fully exercise their rights under the basic subscription privilege will also be entitled to subscribe for additional shares, on a pro rata basis, if available as a result of unexercised rights prior to the expiry time, subject to certain limitations as set out in the company's rights offering circular.

The rights will expire at 5 p.m. Vancouver time on Sept. 16, 2021, after which time unexercised rights will be void and of no value.

Further details of the rights offering are contained in the rights offering news release, the rights offering circular and the notice of rights offering, which are filed on SEDAR under the company's profile and are available at the company's website, or they may be obtained from your dealer representative or by contacting the company's information contact.

About Kaizen Discovery Inc.

Kaizen is a Canadian mineral exploration and development company with exploration projects in Peru and Canada.

We seek Safe Harbor.

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