13 July 2021
July 13, 2021 – Vancouver, British Columbia – NorZinc Ltd. (TSX:NZC; OTCQB:NORZF) (the “Company” or “NorZinc”) is pleased to announce that it has filed a preliminary short form prospectus (the “Prospectus”) with the securities regulators in each of the provinces of Canada, except Québec (the “Jurisdictions”), in connection with a proposed marketed offering (the “Offering”) of units of the Company (the “Units”) and common shares of the Company that qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada) (the “FT Shares”, together with the Units, the "Offered Securities"). The size and pricing of the Offering will be determined in the context of the market.
Each Unit shall consist of one common share (a “Common Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall be exercisable for a period of two years following the Closing Date (as hereinafter defined) at a price to be determined in the context of the market.
The Offering will be conducted by a syndicate of agents (the “Agents”), co-led by Paradigm Capital Inc. and Scotia Capital Inc., and including Echelon Wealth Partners Inc. and Eight Capital Corp., on a “best efforts” agency basis. The Company has also agreed to grant the Agents an over-allotment option (the “Over-Allotment Option”) to offer for sale an additional number of Units, representing up to 15% of the Offering, exercisable in whole or in part at the Agents’ sole discretion, at any time until the date that is 30 days from and including the Closing Date, to cover over-allotments, if any, and for market stabilization purposes.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") on or before December 31, 2022, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2021. The net proceeds from the sale of Units will be used for exploration and development activities, and increasing the Company's working capital.
The Offered Securities will be offered for sale in the Jurisdictions pursuant to the Prospectus. The Units may also be offered for sale in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws, as well as other jurisdictions outside of Canada and the United
States as the Company and Agent may agree, on an exempt basis in accordance with applicable securities laws.
The closing of the Offering is expected to occur on or about August 4, 2021 (the “Closing Date”) and is subject to certain customary conditions, including but not limited to the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange (the “TSX”) and the applicable securities regulatory authorities. The Prospectus contains important information relating to the Offering and is subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the Offered Securities until a receipt for the final short form prospectus relating to the Offering has been issued. A copy of the Prospectus is available under the Company’s profile on SEDAR at www.sedar.com.