Tag Archives: Matthew Hornor

NEWS: Kaizen Discovery Enters Into Definitive Acquisition Agreement With AM Gold to Acquire the Pinaya Copper-Gold Project in Peru

Jul 6, 2015

* Pinaya’s existing Measured and Indicated Mineral Resources include 293 million pounds of copper and 616,000 ounces of gold
* Additional Inferred Mineral Resources include 318 million pounds of copper and 353,000 ounces of gold
* The 192-square-kilometre project area also holds significant exploration potential

Kaizen Discovery Inc. (TSX VENTURE:KZD) and AM Gold Inc. (TSX VENTURE:AMG)(FRANKFURT:AMX) jointly announced today that they have entered into a definitive acquisition agreement that will provide Kaizen with 100% ownership of the Pinaya Copper-Gold Project (the Pinaya Project) in Peru’s provinces of Caylloma and Lampa (see figure 1 below).

The Pinaya Project covers 192 square kilometres and includes more than 25 kilometres of strike length within the emerging Andahuaylas-Yauri Porphyry Belt in southeastern Peru. This belt hosts numerous productive and world-class porphyry and skarn systems, including Las Bambas, Tintaya, Constancia and Haquira.

The Pinaya Project contains Mineral Resources within three zones that are essentially contiguous over a 1.7-kilometre strike in the central part of the property. The Western and Northwestern porphyry zones hold estimated Measured and Indicated Resources of 32.3 million tonnes at 0.39% copper and 0.44 grams per tonne (g/t) of gold, for contained metal of 280 million pounds of copper and 452,000 ounces of gold. These porphyry zones also have additional Inferred Resources of 35.4 million tonnes grading 0.40% copper and 0.27 g/t gold, containing 314 million pounds of copper and 307,000 ounces of gold.

The Gold Oxide Skarn Zone has Measured and Indicated Resources of 6.4 million tonnes at 0.80 g/t gold and 0.092% copper, containing 164,000 ounces of gold and 13.0 million pounds of copper. This zone also has an additional Inferred Resource of 2.38 million tonnes grading 0.60 g/t of gold and 0.081% copper, containing 46,000 ounces of gold and 4.3 million pounds of copper.

Previous drilling on the property was focused mainly on defining the current resources and much less on systematic regional exploration. Regional soil geochemical and geophysical surveys have identified multiple, untested targets along and across strike of the resource. Kaizen believes there is significant potential for additional mineralized systems to exist within the property.

“The planned acquisition of the Pinaya Project is a major step forward for Kaizen on its growth path of assembling a diversified portfolio of high-quality mineral projects in the Americas and the Pacific Rim,” said B. Matthew Hornor, Kaizen’s President and CEO.

“Given the size and quality of the resource delineated at Pinaya, and the significant potential to discover additional mineralized systems, we expect our acquisition of the project will gain the support of Kaizen’s strategic Japanese financing partners in furthering the pursuit of Kaizen’s long-term objective of delivering key minerals to Japan’s industrial sector,” Mr. Hornor added.

John Fiorino, CEO of AM Gold, stated, “Kaizen has a strong balance sheet, an experienced exploration and development team, and also has access to capital to continue advancing the Pinaya Copper-Gold Project. Completion of this planned transaction will enable AM Gold to unlock Pinaya’s present, inherent value. In addition, through a significant share position in Kaizen, AM Gold also will have exposure to the growth of a diversified exploration company.

“AM Gold’s board and management strongly recommend that our shareholders approve the proposed transaction, and looks forward to Kaizen using its capital and technical resources to begin to realize the Pinaya Project’s production potential.”

To view Figure 1: Location of the Pinaya Copper-Gold Project in Peru, please visit the following link: pdf

Under the provisions of the acquisition agreement, Kaizen will acquire Canper Exploraciones S.A.C., a Peruvian subsidiary of AM Gold. The Pinaya Project is Canper’s principal asset.

As part of the agreement, AM Gold will receive 15,384,615 common shares of Kaizen – representing 9.7% of Kaizen’s current issued and outstanding common shares on an undiluted basis – and a cash payment of C$500,000. Post-closing, AM Gold is expected to hold approximately 8.8% of Kaizen’s then issued and outstanding common shares, on an undiluted basis.

The transaction is expected to close in early September, 2015, subject to the receipt of required approvals.

Kaizen also has entered into a concurrent agreement with Rokmaster, under which (i) Kaizen will purchase certain of Rokmaster’s equipment located in Peru and (ii) Rokmaster will, among other things, terminate the arbitration proceedings with AM Gold and Canper. The consideration payable by Kaizen to Rokmaster is two million common shares of Kaizen and C$300,000. AM Gold and Rokmaster have been engaged in commercial arbitration since November 2014, seeking to resolve differences regarding payments under a 2012 option and joint-venture agreement that would have entitled Rokmaster to earn up to a 75% interest in the Pinaya Project.

Upon closing of the Pinaya transaction, Rokmaster and AM Gold, and their respective Peruvian subsidiaries will release each other from certain claims and terminate both their present arbitration and the existing option and joint-venture agreement between AM Gold, Canper and Rokmaster. AM Gold and Canper will not make any payment to Rokmaster pursuant to the terms of the settlement agreement.

Major terms of the Pinaya transaction

The aggregate consideration payable by Kaizen to AM Gold to acquire Canper consists of:

  • the issuance by Kaizen to AM Gold of 15,384,615 Kaizen common shares;
  • payment by Kaizen to AM Gold of C$500,000; and
  • reimbursement of certain property-maintenance payments that AM Gold will incur between April 1, 2015, and the closing of the transaction.

The total deemed value of the transaction is approximately C$4.5 million.

Other provisions of the acquisition agreement include:

  • The directors and executive officers of AM Gold who own AM Gold common shares, along with certain principal shareholders, will be required to enter into voting and support agreements to vote in favour of the transaction at AM Gold’s shareholder meeting.
  • The Kaizen common shares to be issued to AM Gold are subject to escrow trickle-out provisions under which 10% of the Kaizen common shares will be released from escrow to AM Gold on and following the first anniversary date of the closing of the transaction. A cumulative and further 10% will be released on each three-month anniversary thereafter, ensuring that all Kaizen common shares issued to AM Gold will be released from escrow 39 months after the transaction’s closing date.
  • Kaizen will acquire a 100% interest in Canper, whose material asset is the Pinaya Copper-Gold Project. Canper also holds two Peruvian satellite greenfield projects: La Mamita in Corongo province and Minas Luchos in San Román province.

The Kaizen common shares to be issued to Rokmaster as part of the arbitration settlement agreement also are subject to escrow trickle-out provisions under which 25% of the Kaizen common shares will be released to Rokmaster on and following the first trading day after the expiry of the four-month hold period under applicable securities laws. A cumulative and further 25% will be released on each subsequent three-month anniversary.

The Kaizen common shares to be issued to Rokmaster also are subject to a placement right, permitting Kaizen to arrange the sale of the escrowed Kaizen shares, provided the sale price is at least equal to the 30-day volume-weighted average price prior to such release date.

AM Gold approvals and other conditions

AM Gold will hold a shareholders’ meeting to consider and approve the Pinaya transaction no later than September 3, 2015. The terms of the transaction will be described in further detail in AM Gold’s Management Information Circular to be filed with regulatory authorities and mailed to AM Gold shareholders in accordance with applicable securities laws. Materials relating to the transaction will be filed by AM Gold with securities regulatory authorities in Canada when they become available. Copies of these documents will be available on SEDAR at www.sedar.com.

The closing of the transaction is subject to a number of conditions, including: (i) shareholder approval in respect of both AM Gold and Canper; (ii) the entering into of the voting and support agreements; (iii) approval of the TSX Venture Exchange in respect of both Kaizen and AM Gold; (iv) delivery of a title opinion for the Pinaya Copper-Gold Project acceptable to Kaizen; (v) the entering into of an agreement among AM Gold, Rokmaster, and their respective subsidiaries with respect to the termination of the arbitration and the option and joint venture agreement; and (vi) no material adverse effect upon closing for Kaizen, AM Gold or Canper.

This announcement is for informational purposes only and does not constitute a solicitation or a proxy.

Qualified Person and Mineral Resources

The scientific and technical information in this news release has been reviewed and approved by C. M. Rebagliati, P. Eng., a Qualified Person under the terms of National Instrument 43-101. Mr. Rebagliati has verified the technical data disclosed in this news release.

The Mineral Resources disclosed in this news release are reported in the NI 43-101 Technical Report dated May 30, 2011 “Updated Resource Estimate on the Pinaya Gold/Copper Property, Caylloma and Lampa Provinces, Peru for AM Gold Inc.” by Messrs. Brian Cole P.Geo and Ronald Simpson P.Geo. For detailed information about QA/QC procedures, data verification measures and other parameters used to estimate these Mineral Resources, please refer to such technical report that is available on the SEDAR profile of AM Gold.

About Kaizen

Kaizen is a Canadian mineral exploration and development company. Kaizen entered into a collaboration agreement with ITOCHU Corporation of Japan in January 2014 and has access to HPX TechCo’s proprietary, geophysical, Typhoon technology under a dedicated services agreement. 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.

Full release

Kaizen Discovery: Canadian-Japanese partners eye promising copper project in western Nunavut

NunatsiaqOnline, Apr 15, 2015

copperrock

“We think we have a great start at building something terrific”

There’s something a little different about a new copper-silver project near Kugluktuk.

This doesn’t come as a surprise because Matthew Hornor, president and CEO of a company called Kaizen Discovery, confided “our dream was to do things different” during an April 14 presentation to the Nunavut Mining Symposium in Iqaluit.

“Kaizen,” by the way, means continuous improvement in Japanese, a language that Hornor, who has a long-time relationship with Japan, speaks fluently.

Kaizen Discovery’s Coppermine project is one of two Nunavut mining projects with Japanese partners — the other being Areva Resources Canada’s Kiggavik uranium project whose minority partners include Japan-Canada Uranium Co. Ltd. and Daewoo International Corp.

Kaizen’s Coppermine copper-silver project, acquired last November, is also a newcomer to the western Nunavut mining scene.

Hornor said he’s reluctant to make promises until the company is sure the resources are there to support a large copper-silver mine project.

But this fledgling project has a few things that make it stand out among the slow-starting, stalled or failed mining projects in Nunavut’s Kitikmeot region.

Those include MMG’s ambitious Izok corridor project, now in limbo because it couldn’t find partners, especially government ones, to help pay for a port, airport, road, and microwave broadband system.

The Coppermine project, in contrast, has access to money — enough to build the $270-million port and most of the other basic infrastructure it would need for a future mine.

That’s because of the connection between Tundra Copper Corp. and Kaizen Discovery.

Kaizen’s partners include Itochu Corp. in Japan, a major trading house company worth $20 billion which is always on the lookout for resources to feed Japan’s hungry automotive and electronic industries.

Second, the Coppermine project’s property looks great with high-grade, large tonnage potential copper-silver deposits — and it’s located only five kilometres from a possible port and close to the town of Kugluktuk, which lies only 35 km from the centre of the claim.

“We think we have a great start at building something terrific,” Hornor told Nunatsiaq News.

Whatever his company does on the new property, Hornor said it will be done in close and respectful collaboration with the people of Kugluktuk.

Asked why he’s so optimistic about the Coppermine project’s future when other mining projects based in the mineral-rich Kitikmeot region haven’t yet managed to move from development to production, Hornor said the key to getting any mining project off the ground is to have a solid deposit.

And then you must find partners with “large shoulders,” such as Itochu, to sustain the project during its costly development and construction period.

Another plus for the Coppermine project — it’s not far from a future port on the Coronation Gulf, so the mine wouldn’t need the kind of 325-km all-season road needed by MMG for its badly ailing Izok Corridor mine complex, whose fuel supplies Kaizen have acquired for its planned Hope Lake camp.

Also in the Coppermine project’s favour: its location along a direct shipping route to Asia, which, Hornor said, has the potential to “open the Kitikmeot [region of Nunavut] to growth.”

The unexploited resources of Nunavut, and the big promise of the Coppermine project, drew Norihiro Yamaji to the symposium.

He’s the Vancouver-based deputy general manager of Japan Oil Gas and Metals National Corp., a well-financed state agency that seeks projects to invest in and then turn over to private industry.

Norihiro Yamaji, deputy general manager of the Japan Oil, Gas and Metals National Corp., and Matthew Hornor, president and CEO of Kaizen Discovery, look over mine project materials at the Frobisher Inn in Iqaluit April 14 during the Nunavut Mining Symposium. (PHOTO BY JANE GEORGE)
Norihiro Yamaji, deputy general manager of the Japan Oil, Gas and Metals National Corp., and Matthew Hornor, president and CEO of Kaizen Discovery, look over mine project materials at the Frobisher Inn in Iqaluit April 14 during the Nunavut Mining Symposium.

Source

NEWS: Kaizen Discovery and Tower Resources Terminate Negotiations

Mar 30, 2015

Kaizen Discovery (TSX VENTURE:KZD) and Tower Resources Ltd. (TSX VENTURE:TWR) announced today that they have elected not to proceed with the proposed transaction, previously announced on February 2, 2015, that would have seen Kaizen acquire 100% of the outstanding common shares of Tower.

About Kaizen Discovery
Kaizen is a Canadian technology-focused, mineral exploration and development company. Kaizen entered into a collaboration agreement with ITOCHU Corporation of Japan in January 2014 and has access to HPX TechCo’s proprietary geophysical Typhoon technology under a dedicated services agreement. 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.

Full release

Kaizen Discovery’s CEO Matthew Hornor discuss Kaizen’s Coppermine Project

We met Kaizen’s CEO Matthew Hornor in Hong Kong this week and the interview focused around Kaizen’s Coppermine Project in Nunavut, Canada.  The reason for that is that Kaizen’s “sister company”, Ivanhoe Mines, has what is soon to become a true world class copper mine in the DRC.

Kaizen happen to share the same VP Exploration, David Broughton. Mr. Broughton and his team recently won the 2015 PDAC Thayer Lindsley International Discovery Award for the Kamoa Project. The reason for Mr. Broughton to be working on Kaizen’s Coppermine Project is that he sees the same footprint there as he does on the Kamoa Project.

“Rock grab samples collected by Kaizen geologists during a due diligence field visit, grade up to 7.27% copper and 26.7 grams per tonne silver in laterally continuous, gently dipping, carbonaceous siltstones…”

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Please visit the Kaizen Discovery website for more information

NEWS: Kaizen Discovery to Participate in Upcoming Investor Conferences in Iqaluit, Kamloops, Tokyo and Denver

Mar 16, 2015

Kaizen Discovery (TSX VENTURE:KZD) announced today its participation in four forthcoming investor conferences in Iqaluit, Kamloops, Tokyo and Denver.

  • April 13 to 16: Nunavut Mining Symposium, Frobisher Inn, Iqaluit, Nunavut. Kaizen’s President and Chief Executive Officer B. Matthew Hornor will be presenting on April 14 at 2:50pm to introduce the company’s recently acquired Coppermine Project. Members of Kaizen’s senior management and exploration teams also will be in attendance.
  • April 14 and 15: Kamloops Exploration Group Conference and Trade Show, Coast Kamloops Hotel and Convention Centre, Kamloops, British Columbia. Attendees are invited to meet members of Kaizen’s exploration team and view information on Kaizen’s exploration projects at booth 55.
  • May 28 and 29: Japan-Africa Mining and Resources Business Seminar (J-SUMIT), The Prince Park Tower, Tokyo. Attendees are invited to meet members of Kaizen’s management team at Kaizen’s booth.
  • June 8 and 9: 5th Annual American Mining Summit, Omni Interlocken Resort, Denver. Mr. Hornor will be presenting on June 8 at 12:15pm to provide an overview of Kaizen’s corporate growth strategy and latest project developments.

Full release