KZD Kaizen Discovery Inc

Kaizen Discovery Inc. (TSX VENTURE:KZD) and West Cirque Resources Ltd. (TSX
VENTURE:WCQ) are pleased to announce the signing of a definitive agreement that
would see Kaizen acquire all of the common shares of West Cirque in an all-share
transaction. 


Under the terms of the planned acquisition, each West Cirque shareholder would
receive one-half of one Kaizen common share for each West Cirque common share. 


West Cirque is a Vancouver-based mineral exploration company with seven highly
prospective copper-gold porphyry exploration projects in British Columbia,
Canada - three of which are subject to an earn-in agreement with
Freeport-McMoRan of Canada Limited.


Matthew Hornor, President and Chief Executive Officer of Kaizen, said the
planned acquisition of West Cirque is a significant step in the strategy of
positioning Kaizen for future growth, and is expected to gain the support of its
strategic financing partner, ITOCHU, in pursuit of Kaizen's objective of
delivering minerals to Japan's industrial sector.


"The combination of Kaizen's existing portfolio of exploration projects in
Australia and Africa, and West Cirque's portfolio in Canada, will establish a
stronger company with an impressive and diverse pipeline of projects," Mr.
Hornor added. 


West Cirque President and Chief Executive Officer Steve Vanry added: "Our
transaction with Kaizen is truly complementary, as it combines our strong
technical expertise with a group that has a long-established track record of
exploration success and mine financing. The combined entity offers shareholders
early-stage ownership in a uniquely positioned enterprise focused on rapidly
becoming a dominant player in the minerals discovery and development industry."


Expected support from strategic partner ITOCHU

ITOCHU Corporation, a leading Japanese trading house, holds a 6.3% stake in
Kaizen. An earlier framework agreement entered into between Kaizen and ITOCHU in
January 2014 established a collaborative working arrangement under which both
companies can evaluate opportunities to explore and develop selected,
high-quality, international mineral projects. Based on the signed framework
agreement, ITOCHU has the right of first offer to enter into projects introduced
by Kaizen. After completing the planned acquisition of West Cirque, Kaizen
expects ITOCHU to participate in West Cirque's exploration projects. 


The details of the framework agreement were provided in Kaizen's January 30,
2014, news release available here.


Highlights of the West Cirque transaction



--  West Cirque's portfolio of Canadian exploration properties would
    complement Kaizen's existing projects in Australia and Africa. 
    
--  West Cirque shareholders would participate in a larger, well-capitalized
    Kaizen, which has current cash holdings of approximately C$13.4 million.
    
--  Kaizen's in-house technical expertise will be enhanced through the
    addition of members of West Cirque's experienced senior management team,
    who are expected to continue their employment with the combined company.
    
--  The size and composition of Kaizen's current board will remain
    unchanged. 
    
--  New opportunities would be provided to apply proprietary geophysical and
    exploration technologies available to Kaizen under licence from its
    controlling shareholder, HPX TechCo, to the exploration of West Cirque's
    projects. 
    



Outline of the West Cirque portfolio

Since 2011, West Cirque has been focused on advancing porphyry copper-gold
prospects in British Columbia's main porphyry belts, the Early Mesozoic arcs of
the Stikine and Quesnel terranes. In 2013, West Cirque partnered with
Freeport-McMoRan of Canada Limited to explore three projects in northern Stikine
terrane - Castle, Tanzilla and Pliny. West Cirque and Freeport are planning to
initiate the first drill test of the large lithocap-associated porphyry target
at Tanzilla in July 2014. In southern Quesnel terrane, West Cirque has acquired
a large land position in the Aspen Grove copper belt, located halfway between
the Highland Valley and Copper Mountain mines. Initial exploration of the Aspen
Grove project in 2013 resulted in discovery of a significant porphyry
copper-gold target at the Par prospect. West Cirque's projects are shown in the
accompanying map.


Freeport can earn an initial 51% interest in the Castle, Tanzilla and Pliny
projects by funding expenditures of C$8 million over a four-year period. Kaizen
expects to continue West Cirque's close working relationship with Freeport.


Acquisition terms

Full details of the planned acquisition will be included in a West Cirque
management information circular expected to be mailed to its shareholders in May
2014 in advance of a special meeting of shareholders and option holders to be
held on or before July 15, 2014. The circular will be available for download at
www.sedar.com.


Holders of West Cirque options on the effective date of the acquisition will
receive replacement Kaizen options in exchange for their existing West Cirque
options. The number of replacement options and the exercise price of those
options will be determined and adjusted based on the exchange ratio of Kaizen
and West Cirque common shares. Following completion of the transaction, West
Cirque shareholders would hold approximately 9.8% of the outstanding common
shares of Kaizen. 


Approvals required

The transaction will be subject to approval by 66.66% of the votes cast by West
Cirque shareholders and option holders voting together as a single class. 


Kaizen's controlling shareholder, HPX TechCo, supports the transaction. To the
extent required by the TSX Venture Exchange (TSXV), Kaizen intends to satisfy
any shareholder meeting requirement through a written resolution of HPX TechCo.


The transaction also is subject to the satisfaction of other customary closing
conditions and deliveries, including the approval of the Supreme Court of
British Columbia; required TSXV approvals; that there is no material adverse
change to West Cirque prior to completion of the arrangement; and a due
diligence condition in favour of Kaizen. A copy of the arrangement agreement
will be filed on SEDAR at www.sedar.com. 


Pursuant to the transaction, Kaizen expects to issue approximately 14.5 million
common shares to West Cirque shareholders on an undiluted basis. Kaizen will
have approximately 148.3 million common shares and 11.6 million options
outstanding, pro forma after the transaction. These figures include West Cirque
options adjusted as to number and exercise price, based on the exchange ratio of
Kaizen and West Cirque common shares.


Deal protections

The arrangement agreement includes customary deal-protection provisions in
favour of Kaizen, including a customary non-solicitation covenant from West
Cirque (except for certain unsolicited approaches) and a break fee of C$400,000
if, following an unsolicited superior proposal, West Cirque wishes to terminate
the arrangement agreement and pursue that proposal. However, if an unsolicited,
superior proposal is to be pursued by West Cirque, Kaizen has a customary
five-day right to match such a proposal. The arrangement agreement also provides
for mutual limited expense reimbursements of C$150,000 in certain circumstances.



Voting lock-up agreements

Officers and directors of West Cirque have entered into voting-support and
lock-up agreements, totalling approximately 21.3% of the West Cirque common
shares, by which they have agreed to certain lock-up provisions in respect of
their shares and to vote their West Cirque shares and options in favour of the
proposed transaction. In addition, a shareholder of West Cirque owning
approximately 5.5% of the West Cirque common shares has agreed to vote in favour
of the transaction.


Board approvals

The Boards of Directors of both companies have determined that the proposed
transaction is in the best interests of their respective companies based on a
number of factors, including, in the case of West Cirque, a fairness opinion,
which concludes that the consideration to be received by West Cirque
shareholders is fair, from a financial point of view. Each company's Board of
Directors also has unanimously approved the terms of the transaction and West
Cirque's directors will recommend that their shareholders vote in favor of the
transaction at its shareholder meeting.


In the United States, the issuance of Kaizen securities under the transaction
will be conducted in reliance on the exemption from registration requirements
found in section 3(a) (10) of the Securities Act of 1933. 


Conference call on Tuesday, April 22, 2014

Kaizen and West Cirque executives will host a telephone conference call on
Tuesday, April 22, at 12:00 p.m. Eastern time (9:00 a.m. Pacific) to discuss the
transaction and answer questions. 


The conference call may be accessed by dialling toll-free +1-866-225-0198 in
North America and toll-free +1-800-9559-6849 internationally. An operator will
register participants.


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 Corporation of Japan and
access to HPX TechCo's proprietary geophysical technology, Kaizen's long-term
growth strategy is to work with Japanese partners 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.

About West Cirque Resources 

West Cirque is a mineral exploration company focused on creating shareholder
wealth by identifying, acquiring and defining resources in world-class precious
and base-metal projects in the North American Cordillera.


More information on West Cirque is available at www.westcirqueresources.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 press release that are forward-looking statements are subject
to various risks and uncertainties concerning the specific factors disclosed
here and elsewhere in both Kaizen's and West Cirque's periodic filings with
Canadian securities regulators. When used in this press release, 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. The terms of the arrangement are subject to the
Arrangement Agreement, the full text of which will be made available on the
SEDAR website at www.sedar.com.


Forward-looking statements may include, without limitation, statements regarding
the completion and expected benefits of the proposed transaction and other
statements that are not historical facts. Forward-looking statements are based
on a number of assumptions and estimates that, while considered reasonable by
management based on the business and markets in which Kaizen and West Cirque
operate, are inherently subject to significant operational, economic and
competitive uncertainties and contingencies. Assumptions upon which forward
looking statements relating to the transaction have been made include that
Kaizen and West Cirque will be able to satisfy the conditions in the Arrangement
Agreement; that ongoing due diligence investigations of Kaizen will not identify
any materially adverse facts or circumstances; that the required approvals will
be obtained from the shareholders of West Cirque; and that all required third
party, regulatory, stock exchange, court and government approvals will be
obtained. In addition, the factors described or referred to in the section
entitled "Risk Factors" in the MD&A of both companies and which are available on
the SEDAR website at www.sedar.com, should be reviewed in conjunction with the
information found in this press release. 


Although Kaizen and West Cirque have attempted to identify important factors
that could cause actual results, performance or achievements to differ
materially from those contained in the forward-looking statements, there can be
other factors that cause results, performance or achievements not to be as
anticipated, estimated or intended. There can be no assurance that such
information will prove to be accurate or that management's expectations or
estimates of future developments, circumstances or results will materialize. As
a result of these risks and uncertainties, the proposed transaction could be
modified, restricted or not completed, and the results or events predicted in
these forward looking statements may differ materially from actual results or
events. 


Accordingly, readers should not place undue reliance on forward-looking
statements. The forward-looking statements in this press release are made as of
the date of this press release, and Kaizen and West Cirque disclaim any
intention or obligation to update or revise such information, except as required
by applicable law, and neither Kaizen or West Cirque assume any liability for
disclosure relating to the other company herein.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Kaizen Discovery Inc.
Matthew Hornor
President and CEO
+1-604-669-6446
matthew@kaizendiscovery.com


Kaizen Discovery Inc.
Bill Trenaman
VP, Investor Relations
+1-604-669-6446
bill@kaizendiscovery.com
www.kaizendiscovery.com


West Cirque Resources Ltd.
Steve Vanry, CFA
President and CEO
+1-604-558-4604
svanry@westcirqueresources.com
www.westcirqueresources.com

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