Independent Proxy Advisory Firms, ISS and Glass Lewis, Recommend Kaizen Securityholders Vote FOR the Arrangement with Ivanhoe

23.01.2024  |  Newsfile

• Voting must be submitted by no later than 11:00 a.m. (Vancouver Time) on Thursday, January 25, 2024

• The Disinterested Members of the Board of Directors of Kaizen Discovery Inc. unanimously recommend that securityholders vote FOR the Arrangement Resolution

• For any questions, please contact Kaizen's strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, toll free at 1-877-452-7184 (+1-416-304-0211 outside North America) or by email at assistance@laurelhill.com.

Vancouver, January 23, 2024 - Kaizen Discovery Inc. (TSXV: KZD) (otherwise "Kaizen" or "the Company"), is pleased to announce that leading independent proxy advisory firms Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis") have each recommended that Kaizen securityholders ("Kaizen Securityholders") vote "FOR" Kaizen's proposed plan of arrangement ("Arrangement") with Ivanhoe Electric Inc. ("IE") at the upcoming special meeting of Kaizen Securityholders (the "Special Meeting") to be held on Monday, January 29, 2024 at 11:00 a.m. (Vancouver Time).

Voting is easy and important - Vote FOR the Arrangement TODAY!

Under the terms of the Arrangement, if the Arrangement becomes effective, each holder of Kaizen shares will receive one (1) common share of IE for one hundred and twenty-seven (127) Kaizen shares held.

Proxy Cut-off and Meeting Details

The board of directors of Kaizen recommends that Kaizen Securityholders vote FOR the Arrangement and encourages them to do so by no later than 11:00 a.m. (Vancouver Time) on Thursday, January 25, 2024, being the proxy cut-off time for voting for the Special Meeting. The Special Meeting will be held in person at the offices of Cassels Brock & Blackwell LLP at suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8, and virtually via live audio webcast, available online using the Computershare meeting platform at http://meetnow.global/M64W5AV on January 29, 2024 at 11:00 a.m. (Vancouver time).

Benefits of the Arrangement include:

• Opportunity for Kaizen shareholders to participate in the potential future increase in value of IE, which will include Kaizen's project, due to IE's strong expertise in the mining space coupled with its use of technology and financial capacity.

• Increased liquidity for Kaizen shareholders due to the liquidity of the IE shares compared to the Kaizen shares.

• Implied premium of 11.38% to the closing price of the Kaizen shares on December 1, 2023.

• Avoids highly-dilutive equity financings that are expected to be required if Kaizen were to pursue a "go-alone" strategy.

• Ability to participate in the business of IE post-closing.

Questions & Voting

Kaizen is pleased to announce that it has engaged proxy solicitation agent Laurel Hill Advisory Group ("Laurel Hill") in connection with the solicitation of proxies from the Company's securityholders for the Special Meeting. Kaizen has agreed to pay Laurel Hill an aggregate fee of $30,000 for these services and certain out-of-pocket expenses. If you have questions about the meeting matters or require voting assistance, please contact Laurel Hill:

Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184 (1-416-304-0211 outside North America)
Email: assistance@laurelhill.com

Additional Information

Full details of the Arrangement are set out in the management information circular filed by Kaizen under its profile on SEDAR+ at www.sedarplus.com. All Company Securityholders are urged to read the management information circular as it contains additional important information concerning the Arrangement.

About Kaizen

Kaizen is a Canadian mineral exploration and development company with exploration projects in Peru. More information on Kaizen is available at www.kaizendiscovery.com.

ON BEHALF OF THE COMPANY
Terry Krepiakevich, Chairman of the Special Committee

Information contact

Ran Li +1-604-689-8765
info@kaizendiscovery.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/195257