NZC-TSX
NORZF-OTCQB

  • NorZinc securityholders who have questions or require assistance with voting should contact NorZinc Ltd.’s strategic advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 or by email at [email protected].

VANCOUVER, BC, November 3, 2022 /CNW/ – NorZinc Ltd. (TSX: NZC) (OTCQB: NORZF) (the “Company” Where “NorZinc“) is pleased to announce the mailing of its management information circular (the “Circular“) and related proxy documents for the special meeting (the “Meeting“) of the securityholders of NorZinc (the “NZC securityholders“) under the previously announced plan of arrangement (the “Arrangement“) under Section 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA“) where RCF VI CAD LLC (“RCF“), will acquire all of the issued and outstanding common shares of the Company that RCF and its affiliates do not currently hold, for $0.0325 in cash per NorZinc share (the “Transaction“). The Assembly must be held on Monday, December 5, 2022at 11:00 a.m. (Pacific Standard Time)“TVP”).

The price offered to NZC shareholders represents a premium of 3.5% over VWAP 45 days from $0.0314 per share on the Toronto Stock Exchange ended on September 29, 2022 (the day before the announcement of the arrangement). The Company’s Board of Directors confirms its unanimous recommendation that securityholders of NZC vote IN FAVOR of the Arrangement Resolution (as detailed in the Circular) and elect to receive the Consideration entirely in cash under the arrangement.

The Arrangement shall be effected pursuant to an Arrangement Agreement dated September 29, 2022between the Company and RCF (the “arrangement agreement“), a copy of which is available under the Company’s profile on SEDAR at www.sedar.com.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

The Assembly will be held on Monday, December 5, 2022at 11:00 (Vancouver time), at the office of DuMoulin Black LLP, 10e Floor at 595 Howe Street, Vancouver, British Columbia. Holders of NZC securities are encouraged to vote prior to the meeting in accordance with the instructions accompanying the form of proxy or the voting instruction form mailed to holders of NZC securities with the circular and filed under the company’s profile on SEDAR at www.sedar.com. Further details and voting instructions can be found in the Circular in the section entitled “THE MEETING AND GENERAL PROXY INFORMATION”.

The close of business (PST) on October 26, 2022 is the record date for the determination of registered NZC securityholders entitled to receive notice of and vote at the meeting and any adjournment or postponement thereof.

The deadline for holders of NZC securities to return their completed proxies or voting instruction forms is Thursday, December 1, 2022 at 11:00 a.m. (PST).

The Circular contains, among other things, details regarding the Arrangement, the background and reasons for the positive recommendation of the Arrangement by the Board, the requirements for the Arrangement to become effective, the procedure for receiving the consideration payable in under the Arrangement, voting procedures at the Meeting and other related matters.

NZC Securityholders are urged to carefully review the Circular and accompanying documents as they contain important information regarding the Arrangement and its consequences for NZC Securityholders.

QUESTIONS TO SECURITYHOLDERS AND VOTING AID

NZC securityholders who have questions or require assistance with voting should contact NorZinc’s strategic advisor and proxy solicitation agent, Laurel Hill Advisory Group, by phone at 1-877-452-7184 or by email at [email protected].

RECEIPT OF THE INTERIM ORDER

The Company is also pleased to announce that the October 31, 2022he obtained an interim order (the “Interim order“) by the Supreme Court of British Columbia (there “To research“) regarding the Arrangement. The Interim Order authorizes NorZinc to proceed with various matters, including holding the meeting to consider and vote on the proposed Arrangement.

About NorZinc

NorZinc is a mine development company listed on the Toronto Stock Exchange under the symbol “NZC” and on the OTCQB under the symbol “NORZF”. NorZinc is focused on developing its 100% owned high-grade zinc-silver-lead Prairie Creek project located in the Northwest Territories.

Questions from shareholders

NorZinc shareholders who have questions about the Transaction may contact NorZinc’s strategic advisor and proxy solicitation agent:

Laurel Hill Advisory Group
Toll free in North America: 1-877-452-7184 (or 416-304-0211 for shareholders outside North America)
E-mail: [email protected]

Forward-Looking Statements and Forward-Looking Information

This press release contains certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of the Company’s management regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “expects” or “anticipates”, or variations of such words and phrases or statements. that certain actions, events or results “may”, “could”, “should”, “would” or “potentially” or “probably” occur. Such information and statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this press release, and include, but are not limited to, statements regarding the transaction, the anticipated benefits of the transaction for NZC securityholders, together with the expected timing and closing and the various steps to be taken in connection with the transaction, including the meeting.

These forward-looking statements involve numerous risks and uncertainties, and actual results may differ materially from the results suggested in the forward-looking statements. These risks and uncertainties include, among others: the possibility that the Transaction will not be completed on the terms and conditions, or according to the schedule, currently envisaged, and that it will not be completed at all due to a failure of obtaining or satisfaction, whether timely or otherwise, required NZC securityholder and regulatory approvals and other closing conditions necessary to complete the transaction or for other reasons, and the factors of risk discussed or referred to in the Company’s disclosure documents filed with securities regulatory authorities in certain provinces of Canada and available at www.sedar.com.

In making the forward-looking statements contained in this press release, the Company applied several important assumptions, including, without limitation, assumptions regarding the ability to complete the Transaction on the terms contemplated, the conditions precedent to the closing of the Transaction can be fulfilled, the benefits and impacts arising from the binding agreement between the Company and RCF will be consistent with the expectations of the Company.

Although the Company’s management has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements or information, there may be other factors that cause the results are not those anticipated, estimated or intended. . There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on this information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statements, forward-looking information or financial outlook which are incorporated by reference herein, except in accordance with applicable securities laws. We seek refuge.

SOURCE NorZinc Ltd.

For further information: Rohan Hazelton, President and CEO, Tel. : (604) 688-2001 or Toll Free: 1-866-688-2001, Email: [email protected]www.norzinc.com