Kaizen Discovery to Combine With West Cirque Resources in an All-Share Transaction and Expects the Support of Strategic Partner, ITOCHU - Seite 2

The details of the framework agreement were provided in Kaizen's January 30, 2014, news release available here.

Highlights of the West Cirque transaction

• West Cirque's portfolio of Canadian exploration properties would complement Kaizen's existing projects in Australia and Africa.
  
  
• West Cirque shareholders would participate in a larger, well-capitalized Kaizen, which has current cash holdings of approximately C$13.4 million.
  
  
• Kaizen's in-house technical expertise will be enhanced through the addition of members of West Cirque's experienced senior management team, who are expected to continue their employment with the combined company.
  
  
• The size and composition of Kaizen's current board will remain unchanged.
  
  
• New opportunities would be provided to apply proprietary geophysical and exploration technologies available to Kaizen under licence from its controlling shareholder, HPX TechCo, to the exploration of West Cirque's projects.
  
  

Outline of the West Cirque portfolio

Since 2011, West Cirque has been focused on advancing porphyry copper-gold prospects in British Columbia's main porphyry belts, the Early Mesozoic arcs of the Stikine and Quesnel terranes. In 2013, West Cirque partnered with Freeport-McMoRan of Canada Limited to explore three projects in northern Stikine terrane - Castle, Tanzilla and Pliny. West Cirque and Freeport are planning to initiate the first drill test of the large lithocap-associated porphyry target at Tanzilla in July 2014. In southern Quesnel terrane, West Cirque has acquired a large land position in the Aspen Grove copper belt, located halfway between the Highland Valley and Copper Mountain mines. Initial exploration of the Aspen Grove project in 2013 resulted in discovery of a significant porphyry copper-gold target at the Par prospect. West Cirque's projects are shown in the accompanying map.

Freeport can earn an initial 51% interest in the Castle, Tanzilla and Pliny projects by funding expenditures of C$8 million over a four-year period. Kaizen expects to continue West Cirque's close working relationship with Freeport.

Acquisition terms

Full details of the planned acquisition will be included in a West Cirque management information circular expected to be mailed to its shareholders in May 2014 in advance of a special meeting of shareholders and option holders to be held on or before July 15, 2014. The circular will be available for download at www.sedar.com.