Kaizen Capital Corp.
TSX VENTURE : KZN.P

March 30, 2012 17:35 ET

Kaizen Capital Corp. Announces Renewed Letter of Intent for Qualifying Transaction with Casa Mining Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 30, 2012) -

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.

Kaizen Capital Corp. (the "Corporation" or "Kaizen") (TSX VENTURE:KZN.P) is pleased to announce that the Corporation has entered into a letter of intent dated March 30, 2012 (the "Letter of Intent") with Casa Mining Ltd. ("Casa") in respect of a proposed business combination by way of an amalgamation, arrangement, take-over bid, or other similar form of transaction which will result in Casa becoming a wholly-owned subsidiary of the Corporation (the "Qualifying Transaction"). Upon completion of the Qualifying Transaction, the business of Casa will become the business of Kaizen. Kaizen and Casa previously entered into a letter of intent dated October 12, 2011 that expired February 14, 2012 due to the inability to meet certain milestones set out in the letter of intent. The parties are pleased to announce that due to improvements in the marketplace, the Qualifying Transaction is once again moving forward.

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

Casa is a company duly incorporated under the laws of the British Virgin Islands with its head office in the British Virgin Islands. Casa is a gold exploration company with mineral exploration licenses in the Democratic Republic of Congo, Mozambique and Zimbabwe.

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.

Proposed Financing

The Letter of Intent contains a condition that a financing for minimum gross proceeds of CDN$10,000,000 (the "Casa Financing") be completed. Any securities issued pursuant to the Casa Financing may be subject to regulatory escrow. The net proceeds of the Casa Financing will be used: (a) to fund the business plan of Casa; (b) for Qualifying Transaction expenses; and (c) for general working capital purposes. It is anticipated that the Corporation and Casa will enter into an agreement with GMP Securities Europe LLP to act as lead agent in connection with the Casa Financing. Additional terms of the Casa Financing, including the remuneration to be paid in connection with the Casa Financing, the issue price per security and the number of securities to be issued, will be announced in a subsequent press release of the Corporation, once negotiated. It is expected that the gross proceeds of the Casa Financing will be escrowed with a third party escrow agent and the net proceeds of the Casa Financing will be released immediately prior to the completion of the Qualifying Transaction.

The Qualifying Transaction

Under the terms of the Letter of Intent, Kaizen and Casa will negotiate and enter into a definitive agreement incorporating the principal terms of the contemplated transaction set forth herein and, in addition, such other terms and provisions of a more detailed nature as the parties may agree upon.

Additional Information

In accordance with the policies of the Exchange, the common shares of the Corporation are currently halted from trading and will remain halted until further notice.

Kaizen and Casa will provide further details in respect of the Qualifying Transaction, in due course once available, by way of press releases.

Completion of the Qualifying Transaction will be subject to the closing of the Casa Financing (and satisfaction of the conditions to the release of the proceeds thereof from escrow); the satisfaction of the Corporation and of Casa in respect of the due diligence investigations to be undertaken by each party; the completion of a definitive agreement in respect of the Qualifying Transaction; receipt by Casa of shareholder approval in respect of a split of its shares on a 100 (new) for 1 (old) basis (the "Split"); closing conditions customary to transactions of the nature of the Qualifying Transaction and approvals of all regulatory bodies having jurisdiction in connection with the Qualifying Transaction.

If and when a definitive agreement between the Corporation and Casa is executed, the Corporation will issue a subsequent press release in accordance with the policies of the Exchange containing the details of the definitive agreement and additional terms of the Qualifying Transaction, including information relating to sponsorship, summary financial information in respect of Casa, and to the extent not contained in this press release, additional information with respect to the Casa Financing, history of Casa and the proposed directors, officers, and insiders of the resulting issuer upon completion of the Qualifying Transaction.

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.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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

Cautionary statements

This news 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 Casa Financing, and the use of proceeds of the Casa 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 Casa Financing and associated transactions, that the ultimate terms of the Qualifying Transaction, the Casa Financing and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Casa 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, Casa, their securities, or their respective financial or operating results or (as applicable).

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.

Contact Information

  • Kaizen Capital Corp.
    Richard A. Graham
    President, Chief Executive Officer,
    Chief Financial Officer, Corporate Secretary and Director
    (403) 689-1428