Ivanhoe Electric Inc. (NYSEAM:IE) entered into a definitive arrangement agreement to acquire remaining 17.5% stake in Kaizen Discovery Inc. (TSXV:KZD) for CAD 1.8 million on December 4, 2023. Ivanhoe Electric Inc. (?IE?) will acquire all of the outstanding common shares of Kaizen Discovery ("Company") not already beneficially owned by IE in an all-share transaction. Under the terms of the Arrangement, if the Arrangement becomes effective, each holder of Company Shares will receive one (1) common share of IE for one hundred and twenty-seven (127) Company Shares held. The Agreement also provides for a termination fee of CAD 300,000 to be paid by Kaizen to IE if the agreement is terminated in certain specified circumstances.

The arrangement will be effected by way of a court-approved plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia). Transaction is subject to approval by at least two-thirds shareholders of Kaizen, approval of the British Columbia Supreme Court, certain stock exchange and regulatory approvals, and customary closing conditions for transactions of this nature. The arrangement does not require the approval of the shareholders of IE. The directors and senior officers of Kaizen who are also Company Shareholders have entered into voting support agreements with IE, pursuant to which they have agreed to vote their Company Shares and Incentive Securities in favour of the arrangement. The special committee of independent directors of Kaizen has reviewed this transaction, and based on financial and legal advice it recommended that the board of directors of Kaizen approve the arrangement. Following its review and in consideration of, amongst other things, the recommendation of the Special Committee and the Fairness Opinion, the Board has unanimously approved the agreement and the arrangement and has determined that the arrangement is fair to Company Shareholders and is in the best interests of Kaizen, and recommends to Company Securityholders that they vote in favour of the arrangement. It is anticipated that the arrangement will be effective in February 2024. As of January 29, 2024, Kaizen Discovery shareholders approved the transaction. As of February 1, 2024, the transaction obtained a final order from the Supreme Court of British Columbia. As of February 1, 2024, Kaizen anticipates that closing of the arrangement will be completed on February 6, 2024.

Special Committee received an opinion from PI Financial Corp. PI Financial Corp. is acting as financial advisor to the Kaizen Special Committee and Board, and Alexander Pizale, Rajit Mittal and Tera Li Parizeau of Cassels Brock & Blackwell LLP is acting as legal advisor to Kaizen and the Special Committee in connection with the Arrangement. Ben Schach of Stikeman Elliott LLP acted as legal advisor to Ivanhoe Electric in the transaction. The United States transfer agent and registrar for the Ivanhoe Shares is Computershare Trust Company, N.A. and the Canadian transfer agent and registrar for the Ivanhoe Shares is Computershare Investor Services Inc. Computershare Investor Services Inc. acted as depositary to Kaizen.

Ivanhoe Electric Inc. (NYSEAM:IE) completed the acquisition of remaining 17.5% stake in Kaizen Discovery Inc. (TSXV:KZD) on February 6, 2024. Kaizen Discovery is now a wholly-owned subsidiary of Ivanhoe Electric. It is expected that the Common Shares will be de-listed from the TSX Venture Exchange effective at the close of business on February 7, 2024.