Vancouver, British Columbia – (Newsfile Corp. – September 21, 2021) – This press release is issued by I-Pulse Inc. (“I-Pulse“) in accordance with the early warning requirements of National Instrument 62-103 relating to the common shares of Kaizen Discovery Inc. (“Kaizen“).
On August 9, 2021, Kaizen and I-Pulse’s subsidiary, Ivanhoe Electric (BVI) Inc. (“IVNE “) has entered into a stand-by engagement agreement (the “Reserve agreement“), whereby IVNE has agreed to exercise its basic subscription privilege (the”Basic subscription privilege“) in the Kaizen rights offering transaction (“Offer of rights “) maintain its pro rata interest in Kaizen and exercise the rights to purchase an additional 121,970,246 Kaizen Shares (as defined below) (the “Basic Subscription Privilege Shares“). In addition, if it is less than the maximum number of Kaizen ordinary shares (“Kaizen actions“) which may be issued under the Rights Offering are subscribed by other Kaizen shareholders, IVNE has agreed to purchase such number of Kaizen Shares (the”Reserve actions“), up to a maximum of 44,696,420 Kaizen Shares, such that the maximum number of Kaizen Shares that may be issued under the Rights Offering will have been issued.
In consideration for the conclusion of the Standby Agreement, Kaizen issued 11,174,105 IVNE warrants (the “Mandates“), each Warrant authorizing IVNE to acquire an additional Kaizen Action (each, a”Warrant share“) at an exercise price of CA $ 0.065 per Kaizen share for a period of five years. As a result of the rights offering, the warrants were adjusted downward from the 28,100,000 warrants previously disclosed.
On September 17, 2021, IVNE exercised the basic subscription privilege and acquired 121,970,246 shares of the basic subscription privilege. In accordance with the Standby Agreement, IVNE was required to acquire 22,835,885 Standby Shares, namely the Kaizen Shares not subscribed by other Kaizen shareholders under the Rights Offer. All calculations of IVNE’s percentage ownership in the Kaizen Shares are based on a partially diluted basis.
As of today, IVNE is the registered owner of 396,226,929 Kaizen shares, representing 77.66% of the issued and outstanding Kaizen shares, and warrants to acquire a total of 38,195,378 shares under warrants. subscription. If IVNE were to exercise all of its warrants and acquire these shares under warrants, then IVNE would be the registered owner of 434,422,307 Kaizen shares, or approximately 79.21% of the Kaizen shares then issued and outstanding.
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 $ 5,242,000. US principal and interest that Kaizen owes to IVNE (the “Debt conversionUpon completion of the debt conversion (and assuming that IVNE has not exercised any of its warrants), IVNE’s ownership will increase by approximately 145,995,184 Kaizen shares to approximately 542,222 113 Kaizen shares representing 82.63% of the Kaizen shares then in circulation.
Following the debt conversion and the exercise by IVNE of all its warrants, IVNE would then be the registered owner of approximately 580,417,491 Kaizen shares, or approximately 83.58% of the Kaizen shares then issued. and in circulation.
All securities described in this press release are owned, or must be subscribed to by IVNE, and are and will be beneficially owned and controlled by I-Pulse. I-Pulse, through IVNE, acquires these shares for investment purposes. Depending on economic or market conditions or matters relating to Kaizen, I-Pulse or IVNE may choose to acquire or dispose of additional Kaizen Shares.
For further information and to obtain a copy of the alert report filed under applicable Canadian provincial securities legislation in connection with transactions hereunder, please see 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