Search Blog
April 2016


Kaizen Receives Conditional Approval for Qualifying Transaction


By Kaizen Capital Corp.

VANCOUVER, BC / ACCESSWIRE / April 6, 2016 / Kaizen Capital Corp. (TSXV: KZN.H) (the “Corporation” or “Kaizen“) a capital pool company listed on the NEX board of the TSX Venture Exchange (the “Exchange“), is pleased to announce that it has received conditional approval from the Exchange for the closing of its Qualifying Transaction, as defined under Exchange Policy 2.4 – Capital Pool Companies, and that further to its press release dated January 14, 2016 (the “QT Press Release“), it has filed a filing statement in connection with the Company’s Qualifying Transaction (the “Filing Statement“).

Kaizen is also pleased to announce that it has entered into a definitive acquisition agreement (the “Acquisition Agreement“) dated April 6, 2016 with Tudor Holdings Ltd. (“Tudor“). As previously announced, the Company’s Qualifying Transaction involves the issuance of 30 million Kaizen shares to privately held Tudor in exchange for the rights to the Mackie property located in northwestern British Columbia in the Skeena mining district. The transaction is an arm’s length transaction. The Mackie property comprises 6,992 hectares and consists of three claim groups designated Mackie East, Mackie West and Doc. The Mackie West and Doc claim groups are contiguous.

The Doc mineral claims are subject to a 2.5 -per-cent net smelter return royalty payable to John Bot. The Mackie West claims cover 3,603 hectares and are wholly owned by Tudor.

The definitive acquisition agreement includes that Tudor shall complete a financing of a minimum gross proceeds of $830,000 prior up to a maximum of $1.188 million concurrent with the closing of the qualifying transaction at an issue price of 10 cents per subscription receipt. Each subscription receipt will be convertible into Kaizen shares on a one-for-one basis upon completion of the qualifying transaction. It is now anticipated that the maximum of 11,880,000 subscription receipts for gross proceeds of $1,188,000 will be converted into Kaizen shares on closing.

Certain beneficial owners of Kaizen shares and Tudor have entered into a share purchase agreement (“Share Purchase Agreement“) for the sale and purchase of 1,250,000 Kaizen Shares, at a price of $0.10 per share (the “Share Purchase“) concurrent with the closing of the Qualifying Transaction. Of the Share Purchase, 250,000 shares held by Ionic Securities Ltd. will be a transfer within escrow. It is intended and a condition of the Share Purchase Agreement, that the Share Purchase be structured as an exempt takeover bid pursuant to Section 4.2 of multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids.

Tudor is a private company incorporated under the laws of British Columbia, and is focused on acquiring mineral exploration properties. Tudor has a head office in Vancouver, B.C.

Sponsorship of the qualifying transaction has been waived by the Exchange.

Assuming all conditions to closing are satisfied, the Company expects to close the Qualifying Transaction on or about April 15, 2016. Upon completion of the proposed Qualifying Transaction, the Company is expected to meet all of the minimum listing requirements of the Exchange for a Tier 2 Mining issuer. The Filing Statement is available under the Company’s profile on SEDAR at

For Further Information, Please Contact:

Kaizen Capital Corp.
Richard Graham, Director
Telephone: (604) 689-1428

Cautionary statements

This press release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the Share Purchase Agreement, the Kaizen Financing, and the use of proceeds of the Kaizen Financing. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Kaizen Financing and associated transactions, that the ultimate terms of the Qualifying Transaction, the Kaizen Financing and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, , the Kaizen Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Tudor, their securities, or their respective financial or operating results or (as applicable).

Completion of the Qualifying Transaction is subject to a number of conditions, there can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved or disapproved the contents of this press release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

SOURCE: Kaizen Capital Corp.

ReleaseID: 438524