KAIZEN completes private placement of C$1.188 million in subscription receipts and announces the closing of its qualifying transaction with TUDOR Holdings Ltd.
The Transaction consisted of a definitive agreement with TUDOR Holdings Ltd., a private company (“TUDOR”), dated April 6, 2016 (the “Definitive Agreement”) pursuant to which Kaizen acquired, subject to certain conditions, the Mackie mineral property (the “Mackie Property”) located in northwestern British Columbia in the Skeena Mining District. The Mackie Property comprises 6,992 hectares and consists of three claim groups designated Mackie East, Mackie West and Doc. As consideration for the Transaction, Kaizen issued to Tudor an aggregate of 30,000,000 Kaizen Shares at a deemed price of $0.10 per share, for a total acquisition price of $3,000,000.
The filing statement (“Filing Statement”), which describes the terms of the option of the Mackie Property also includes the National Instrument 43-101 technical report with respect to the Mackie Property, have been filed with the Exchange and applicable securities commissions and are available on SEDAR under the Corporation’s profile at www.sedar.com.
In connection with the Transaction, Richard A. Graham, Donn Burchill and Sandra Lee stepped down from the Corporation’s board of directors (the “Board”). Raymond Marks remains on the Board and Walter Storm, Robert Quinn and Helmut Finger were appointed to the Board. Messrs. Storm, Quinn and Finger will comprise the Audit Committee of the Corporation going forward. In addition, Richard A. Graham stepped down as the President, Chief Executive Office, Chief Financial Officer and Corporate Secretary of the Company and the following individuals were appointed officers of the Company:
- Walter Storm, President and Chief Executive Officer
- Aris Morfopoulos, Chief Financial Officer and Corporate Secretary
- Alexander Burton, Vice President, Exploration
- Raymond Marks, Executive Vice President
For further details on the Corporation’s directors and officers, please see the Filing Statement (a copy of which is available at www.sedar.com).
In connection with the Transaction, 250,000 escrow shares will be transferred within escrow to TUDOR Holdings Ltd. (the “Transfer”). Immediately prior to the closing of the Transaction there were 3,025,000 Kaizen Shares outstanding.
Following the closing of the Financing and completion of the Transaction, there are 44,905,000 common shares outstanding. The original shareholders of Kaizen Shares hold approximately 6.74% of the issued and outstanding common shares of the resulting issuer. TUDOR will own approximately 66.81% of the resulting issuer. The Kaizen Shares issued as part of the Transaction are subject to the value escrow requirements of the Exchange, with common shares being released from escrow on the following schedule:
| Release Dates | Percentage of Total Escrowed Securities to be Released |
|---|---|
| Date of Final Exchange Bulletin approving the Acquisition | 10% |
| 6 months following Final Approval | 15% |
| 12 months following Final Approval | 15% |
| 18 months following Final Approval | 15% |
| 24 months following Final Approval | 15% |
| 30 months following Final Approval | 15% |
| 36 months following Final Approval | 15% |
The Corporation also granted 2,850,000 stock options to directors, officers and consultants of the Company. The options have an exercise price of $0.10 per share and expire in ten years.
Early warning
Pursuant to the Transaction, TUDOR (controlled by Walter Storm) acquired direct ownership of 30,000,000 Kaizen Shares and will acquire an additional 250,000 shares subject to value escrow requirements upon receipt of Exchange approval. Zoe Storm, the spouse of Walter Storm, acquired 2,000,000 Kaizen Shares from the Financing. Zoe Storm is an associate of Walter Storm and, pursuant to the provisions of Multilateral Instrument 62-104, is deemed to be acting jointly or in concert with TUDOR.
In addition, Walter Storm, a principal of Tudor was granted stock options to purchase an aggregate of 1,000,000 Kaizen Shares with an exercise price of $0.10 per Kaizen Share that expire in ten years.
Collectively, these Kaizen Shares and stock options represent 67.53% of the issued and outstanding common shares of Kaizen on a partially diluted basis assuming the exercise of the stock options held by Walter Storm.
An early warning report respecting this transaction will be electronically filed with the Securities Commissions in British Columbia, Alberta and Ontario and will be available for viewing at www.sedar.com. A copy of the report can be obtained by contacting Aris Morfopoulos, Chief Financial Officer and Corporate Secretary of Kaizen Capital Corp. at 604 721-2650.
About the Mackie property
The Mackie property is situated in north-western British Columbia, approximately 50 km north-northwest of Stewart and 950 km northeast of Vancouver, BC, on NTS Map Sheet 104B/8. The Mackie Property is roughly centered on at a latitude and longitude of approximately 56.45°N and 130.25°W, respectively. The area is mountainous and rugged, and partly covered by glaciers and ice fields but has a long and rich history of mineral exploration and production. The property consists of 17 staked claims covering approximately 6992 hectares. The claims are in three groups, designated Mackie East, Mackie West and Doc.
About TUDOR GOLD
TUDOR GOLD Corp. is a precious and base metals explorer with properties in British Columbia’s Golden Triangle, an area that hosts producing and past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (in which TUDOR GOLD has a 60% interest) borders Seabridge Gold Inc.’s KSM property to the southwest and borders Pretium Resources Inc.’s Brucejack property to the southeast. The Company also has a 100% interest in the Crown Project, earn in options and 100% interests in other prospective projects located in the Golden Triangle area.
Contact Information
Neither 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.
Cautionary Statements regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including the completion and anticipated results of planned exploration activities. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connation thereof.
Such forward-looking information and statements are based on numerous assumptions, including among others, that the Company’s planned exploration activities will be completed in a timely manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s plans or expectations include risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.