Vancouver, British Columbia--(Newsfile Corp. - September 21, 2021) - This news release is issued by I-Pulse Inc. ("I-Pulse") pursuant to the early warning requirements of Canada's National Instrument 62-103 with respect to common shares of Kaizen Discovery Inc. ("Kaizen").
On August 9, 2021, Kaizen and I-Pulse's affiliate, Ivanhoe Electric (BVI) Inc. ("IVNE") entered into a standby commitment agreement (the "Standby Agreement"), whereby IVNE agreed that it will exercise its basic subscription privilege (the "Basic Subscription Privilege") in Kaizen's rights offering transaction ("Rights Offering") to maintain its pro rata equity interest in Kaizen and exercise rights to purchase an additional 121,970,246 Kaizen Shares (as defined below) (the "Basic Subscription Privilege Shares"). In addition, if less than the maximum number of Kaizen common shares ("Kaizen Shares") that may be issued under the Rights Offering are subscribed for by other Kaizen shareholders, IVNE agreed to purchase such number of Kaizen Shares (the "Standby Shares"), to a maximum of 44,696,420 Kaizen Shares, so that the maximum number of Kaizen Shares that may be issued under the Rights Offering will have been issued.
As consideration for entering into the Standby Agreement, Kaizen issued IVNE 11,174,105 warrants (the "Warrants"), each Warrant entitling IVNE to acquire one additional Kaizen Share (each, a "Warrant Share") at an exercise price of C$0.065 per Kaizen Share for a period of five years. As a result of the Rights Offering, the Warrants were adjusted down from 28,100,000 Warrants previously disclosed
On September 17, 2021, IVNE exercised the Basic Subscription Privilege and acquired 121,970,246 Basic Subscription Privilege Shares. Pursuant to the Standby Agreement, IVNE was required to acquire 22,835,885 Standby Shares, being those Kaizen Shares not otherwise subscribed for by other Kaizen shareholders under the Rights Offering. All calculations of IVNE's ownership percentage of Kaizen Shares are based on a partially-diluted basis.
As of today's date, IVNE is the registered owner of 396,226,929 Kaizen Shares, or 77.66% of the issued and outstanding Kaizen Shares, and Warrants to acquire a total of 38,195,378 Warrant Shares. If IVNE were to exercise all of its Warrants and acquire such Warrant Shares, IVNE would then be the registered owner of 434,422,307 Kaizen Shares, or approximately 79.21% of the then issued and outstanding Kaizen Shares.
Separately, on August 9, 2021 Kaizen entered into a debt settlement agreement with IVNE whereby Kaizen will issue Kaizen Shares to IVNE at a price of C$0.05 per Kaizen Share in full satisfaction of approximately US$5,242,000 principal and interest Kaizen owes to IVNE (the "Debt Conversion"). Upon the completion of the Debt Conversion (and assuming IVNE has not exercised any of its Warrants), IVNE's shareholding will increase by approximately 145,995,184 Kaizen Shares to an estimated 542,222,113 Kaizen Shares representing 82.63% of the then outstanding Kaizen Shares.
Upon the completion of Debt Conversion and the exercise by IVNE of all of its Warrants, IVNE would then be the registered owner of an estimated 580,417,491 Kaizen Shares, or approximately 83.58% of the then issued and outstanding Kaizen Shares.
All of the securities described in this release are owned by, or to be subscribed by IVNE are, and will be, beneficially owned and controlled by I-Pulse. I-Pulse, through IVNE, is acquiring these shares for investment purposes. Depending on economic or market conditions or matters relating to Kaizen, I-Pulse or IVNE may choose to either acquire or dispose of additional Kaizen Shares.
For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with the transactions hereunder, please go to Kaizen's profile on the SEDAR website (www.sedar.com), or contact Sam Kenny at (604) 689-8765. I-Pulse has an office c/o 606-999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/97227
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