Mr. Eric Finlayson reports
KAIZEN DISCOVERY INC. ANNOUNCES VOTING RESULTS FROM ANNUAL GENERAL MEETING OF SHAREHOLDERS AND DEBT SETTLEMENT
At Kaizen Discovery Inc.'s annual general meeting of shareholders held on Sept. 27, 2021, all directors nominated as listed in the management information circular dated Aug. 18, 2021, were elected. Shareholders voted to set the number of directors at six for the forthcoming year.
The detailed results with respect to the election of directors are as shown in the attached table.
Kaizen reports that shareholders voted in favour of the reappointment of Deloitte LLP as auditor of the company for the ensuing year and authorizing the directors to fix its remuneration.
In addition, the company received disinterested shareholder approval for the company's long-term equity incentive plan and the deferred share unit plan. Shareholders also voted to reapprove the company's stock option plan, all as more particularly described in the circular.
Kaizen reports that shareholders voted in favour of a resolution to approve the consolidation of all of the issued and outstanding common shares of the company on the basis of one postconsolidation share for every 10 preconsolidation shares or as may be determined by the board of directors of the company at its sole discretion and as more particularly described in the circular. The ability of the board to proceed with the consolidation remains subject to TSX Venture Exchange approval. The company will announce by news release should it decide to proceed with the consolidation.
At the meeting, shareholders entitled to vote on such resolution in accordance with Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, approved the debt settlement arrangement with Kaizen's majority shareholder, Ivanhoe Electric (BVI) Inc.
On Sept. 30, 2021, the company issued 148,062,778 shares at five cents per share to Ivanhoe Electric BVI in settlement of all outstanding indebtedness owed to Ivanhoe Electric BVI, being $7,403,138.90 (comprising the principal amount of $5,242,000 (U.S.) and accrued interest thereon of $568,485 (U.S.)).
The shares issued to Ivanhoe Electric BVI are subject to a statutory hold period in Canada expiring four months and one day from the date of issue. As a result of the share issuance, Ivanhoe Electric BVI now owns 544,289,707 shares in the company, representing an approximate 82.68-per-cent interest in the company.
The debt settlement constituted a related party transaction under MI 61-101 and required minority approval of shareholders in accordance with MI 61-101. Pursuant to Section 5.5(b) of MI 61-101, the company was exempt from obtaining a formal valuation in respect of the debt settlement. A full description of the debt settlement, including the review and approval process adopted by the board and the special committee, was included in the circular provided to shareholders in connection with the meeting.
The company will file a material change report in respect of the closing of the debt settlement. However, the material change report will be filed less than 21 days prior to the closing of the debt settlement, which is consistent with market practice and which the company deems is reasonable in the circumstances.
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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