16 July 2021
July 16, 2021 – Vancouver, British Columbia – NorZinc Ltd. (TSX:NZC; OTCQB:NORZF) (the “Company” or “NorZinc”) is pleased to announce that its previously announced marketed prospectus offering (the “Offering”) will consist of units of the Company (“Units”) (the "Offered Securities"), for minimum gross proceeds of $6,000,000 and maximum gross proceeds of up to $8,000,000. Each Unit will be offered at a price of $0.065 per Unit. In respect of the foregoing, the Company will file an amended and restated preliminary short form prospectus (the “Prospectus”), to amend and restate the preliminary short form prospectus of the Company dated July 13, 2021.
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 three years following the Closing Date (as hereinafter defined) at a price of $0.09 per common share.
As indicated in the preliminary prospectus filed on July 13, RCF VI CAD LLC, a wholly-owned subsidiary of Resource Capital Fund VI LP (“RCF”), intends to participate in the financing and will participate for up to $1,000,000 by way of a private placement concurrent with the Offering (the “Concurrent Private Placement”). If the Over-Allotment Option is exercised by the Agents, RCF may increase the size of its subscription by the same proportion as the amount of the Over-Allotment Option that is exercised by the Agents. The Concurrent Private Placement is subject to the approval of the TSX. The Prospectus does not qualify the Units issuable pursuant to the Concurrent Private Placement and the Units issuable pursuant to the Concurrent Private Placement will be subject to a statutory hold period. The Agents are not acting in connection with, and no commission or other fee will be paid to the Agents in respect of, the sale of Units pursuant to the Concurrent Private Placement.
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 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 each of the provinces of Canada, except Québec 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. 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.