Kaizen Announces the Passing of James Spooner, Increase of Non-brokered Private Placement and Update on Activities

VANCOUVER, BC / ACCESSWIRE / March 9, 2016 / Kaizen Capital Corp. (TSXV: KZN.H) (the “Corporation” or “Kaizen“) announces that it has been advised of the passing of James Spooner on February 25, 2016.

Mr. Spooner was recently appointed as VP of Finance for Kaizen in anticipation of the closing of the on going acquisition of the Mackie property in British Columbia. The Company extends its sincere condolences to Mr. Spooner’s family during this very difficult time.

The Corporation also reports that the previously announced non-brokered private placement (February 18, 2016) of convertible securities comprised of subscription receipts in Kaizen (the “Subscription Receipts“) for CDN$1,130,000 at an issue price of $0.10 per Subscription Receipt has been increased to a maximum of CDN$1,188,000 (the “Kaizen Financing“). Each Subscription Receipt will be convertible into Kaizen Shares on a one for one basis upon completion of the Corporation’s proposed Qualifying Transaction as such term is defined in the policies of the TSX Venture Exchange. In certain instances, the Corporation may pay finder’s fees to certain registrants or eligible persons exempt from registration on a portion of the Kaizen Financing. Proceeds of the Kaizen Financing will be held in escrow pending closing of the Qualifying Transaction. The net proceeds of the Kaizen Financing will be used: (a) to fund the business plan of Kaizen; (b) for Qualifying Transaction expenses; and (c) for general working capital purposes.

A definitive agreement to acquire the Mackie Project in northwestern British Columbia (January 14, 2016) is nearly complete and Kaizen is continuing to work on completing the required documents required to close the Qualifying Transaction.

Kaizen was incorporated under the laws of Alberta and has a head office in Vancouver, British Columbia. It is a “capital pool company” under the policies of the TSX Venture Exchange (the “Exchange“) and is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. It is intended that the Qualifying Transaction will constitute a “Qualifying Transaction” of the Corporation, as such term is defined in the policies of the Exchange.

The Qualifying Transaction will be carried out by parties dealing at arm’s length to one another and therefore will not be considered to be a “Non-Arm’s Length Qualifying Transaction”, as such term is defined under the policies of the Exchange.

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 Options, 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 Kaizen Financing is subject to regulatory approvals.

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if required by the Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. 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.

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