Kaizen Discovery Inc.
TSX VENTURE : KZD

Kaizen Discovery Inc.

November 12, 2014 07:30 ET

Kaizen Discovery to acquire Tundra Copper and its district-scale, high-grade copper assets covering 310 square kilometres in Nunavut, Canada

Kaizen acquires up to 3,320 square kilometres of additional land for control of adjacent, large-scale sediment-hosted copper target

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 12, 2014) - Kaizen Discovery (TSX VENTURE:KZD) is pleased to announce that it has entered into a share purchase agreement through which Kaizen will acquire all of the outstanding securities of Tundra Copper Corp. in exchange for common shares of Kaizen.

Tundra Copper is a private British Columbia mineral exploration company formed in 2013 by experienced professional geologists to help realize their vision of exploring for high-grade copper mineralization in the Coppermine District of Nunavut, near the shore of Canada's Arctic Ocean.

Tundra Copper has staked more than 310 square kilometres in the Coppermine District, near the town of Kugluktuk, covering multiple showings within a 2,500-square-kilometre area. Historical data from these showings indicate that widespread high-grade copper mineralization occurs in volcanics and that the area possesses the geological potential to host significant tonnage. More information on Tundra Copper is available at www.tundracopper.com.

In October 2014, Kaizen staked claims and applied for prospecting permits covering 3,320 additional square kilometres prospective for sediment-hosted stratiform copper, near Tundra Copper's holdings in the Coppermine District. Tundra's staked claims and permit applications together with recent staking and permit applications by Kaizen bring total holdings in this project area to a potential 4,240 square kilometres.

B. Matthew Hornor, President and Chief Executive Officer of Kaizen, said "the combination of the ground that Tundra Copper holds, along with the ground recently staked by Kaizen, offers a district-scale opportunity for discovery."

"The opening of Canada's north through accessible seaborne shipping lanes, infrastructure development initiatives, availability of locally sourced equipment, supplies and skilled personnel, and regional support for the development of natural resources are expected to benefit Kaizen's plan to aggressively explore this unique project," Mr. Hornor added.

"This is another significant step in the strategy of positioning Kaizen for future growth. Kaizen's long-term growth strategy is to work with Japanese entities, including its strategic financing partner ITOCHU Corporation, to identify, explore and develop high-quality mineral projects that have the potential to produce and deliver minerals to Japan's industrial sector."

Description of Tundra Copper's Coppermine Project

The geology of the Coppermine District is characterized by an easterly-trending copper-bearing belt of Meso-Proterozoic continental flood basalts and associated marine sedimentary rocks of Neo-Proterozoic age. This belt extends 80 kilometres south from the town of Kugluktuk, on the Coronation Gulf, and 174 kilometres west to 64 kilometres east of Coppermine River. The district is best known for the 'Coppermine River Group' basalts that feature extremely high-grade copper showings of ~35% that occur within the volcanic pile.

Tundra's Coppermine River Project covers 310 square kilometres of these basalts, including more than 18 highly prospective mineral showings. The majority of these copper occurrences are structurally controlled along steeply-dipping fault fissures and fault-breccia zones in the basalts. Mineralization occurs mainly as massive bornite-chalcocite and lesser chalcopyrite, with associated calcite, hematite and chlorite.

A major staking rush occurred in the Coppermine District in the 1960s, but was short-lived, due to falling copper prices and difficult access. The recent opening of the Northwest Passage for commercial seaborne transport has renewed the area's potential for economic resource development. On September 19, 2014, MV Nunavik, the first commercial vessel to completely transit the Northwest Passage, and the first to do so unescorted, carried a full cargo of nickel concentrate to Asia. Built at JMU's Tsu Shipyard in Japan, the ship will be used to export the concentrates produced at the Nunavik Nickel mine, owned by Canadian Royalties, at Deception Bay in northern Quebec. The vessel also will supply the mine with equipment and fuel year round.

In addition to the volcanic-hosted copper, mineralization also occurs in the lesser explored, neo-Proterozoic Rae Group sediments overlying the basalts. Mineralization is controlled by stratigraphy, wherein the copper occurs as regionally continuous disseminated sulphides within gently-dipping siltstones and/or sandstones. The Rae Group's potential to host stratiform copper mineralization was first recognized in the late 1960s. Hearne Coppermine Exploration and Teshierpi Mines prospected the basal contact of the Rae Group/Husky Formation and drilled 11 shallow holes to test for mineralization. Five of these holes intersected sporadic copper values. In 1992, Cominco drilled six holes into the basal Rae Group, two of which intersected significant copper mineralization of which no assays were reported. There has been no further recorded exploration for sediment-hosted copper in the area since 1992.

The geology of the Rae Group is correlative with portions of the Mackenzie Mountain Supergroup in the Northwest Territories, which hosts the Coates Lake strata-bound copper deposit.

Deal terms

Under the terms of the proposed acquisition, each Tundra Copper shareholder, optionholder and warrantholder will receive 0.70 of a Kaizen share for each Tundra Copper security held. There are 9,483,450 Tundra Copper securities outstanding.

Approvals required

The transaction is subject to the satisfaction of customary closing conditions and deliverables, including the approval of the TSX Venture Exchange. It is expected to be completed by December 1, 2014.

In connection with the transaction, Kaizen expects to issue approximately 6.8 million common shares to Tundra Copper's security holders pursuant to the share purchase agreement and a debt settlement agreement with certain Tundra Copper shareholders. Kaizen will have approximately 158 million common shares outstanding after the transaction.

Qualified Person

Kaizen has carried out limited fieldwork on the Coppermine Project to date; it has verified locations and general descriptions of showings referred to in this news release but has not conducted independent sampling to verify copper grades. Grades referenced in this news release are cited from sources believed to be reliable; however, rock-sample assays generally have not been accompanied by adequate descriptions of the type of sampling and therefore should be considered as typical of high-grade mineralization only. Kaizen's disclosure of a technical or scientific nature in this news release has been reviewed and approved by John Bradford, M.Sc., P.Geo. and Chief Geologist for Kaizen, who serves as a Qualified Person, as defined under National Instrument 43-101.

About Kaizen Discovery

Kaizen is a Canadian technology-focused, mineral exploration company that was formed in late 2013 through a combination of Concordia Resource Corp. and assets acquired from HPX TechCo Inc., a 100%-owned subsidiary of High Power Exploration Inc. With its collaboration agreement with ITOCHU of Japan and access to HPX TechCo's proprietary geophysical technology, Kaizen's long-term growth strategy is to work with Japanese entities to identify, explore and develop high-quality mineral projects that have the potential to produce and deliver minerals to Japan's industrial sector.

More information on Kaizen is available at www.kaizendiscovery.com.

Neither the 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.

FORWARD-LOOKING STATEMENTS

Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in the company's periodic filings with Canadian securities regulators. When used in this document, the words such as "will, could, plan, estimate, expect, intend, may, potential, should," and similar expressions, are forward-looking statements. Information provided in this document is necessarily summarized and may not contain all available material information.

Forward-looking information and statements in this news release include, but are not limited to, statements regarding the acquisition of Tundra Copper, the issuance of securities and the anticipated closing of the transaction, opportunities for discovery in the Coppermine District, anticipated benefits from the opening of the Northwest Passage shipping lanes and local support for resource development, the future growth of Kaizen, the identification, exploration, and development of high-quality mineral projects and the delivery of minerals to Japan's industrial sector.

All such forward-looking information and statements are based on certain assumptions and analyses made by members of Kaizen's and Tundra Copper's management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors that they believe are appropriate in the circumstances. These statements, however, are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information or statements and Kaizen undertakes no obligation to update such statements, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.

Information provided in this news release related to Tundra Copper has not been independently verified by management of Kaizen.

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