NorZinc Announces Independent Proxy Advisory Firm ISS Recommends Security Holders Vote For the Proposed Arrangement with RCF

23 November 2022

Securityholders are encouraged to vote well in advance of the proxy voting deadline of December 1, 2022 at 11:00 a.m. (PST)

Securityholders who have questions or need assistance voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 or by e-mail at assistance@laurelhill.com

Vancouver, British Columbia ? November 23, 2022 ? NorZinc Ltd. (TSX: NZC; OTCQB: NORZF) (the “Company” or “NorZinc”) is pleased to announce that Institutional Shareholder Services Inc. (“ISS”)  recommended that shareholders, optionholders, warrantholders, RSU holders and DSU holders of the Company (together with the shareholders, optionholders, warrantholders, RSU Holders and DSU Holders, the “Securityholders”) vote FOR the special resolution, approving the Arrangement Resolution in connection with a proposed arrangement (the “Arrangement”) between NorZinc and RCF VI CAD LLC (“RCF”) pursuant to which RCF will acquire all of the issued and outstanding shares of NorZinc that RCF and its affiliates do not currently own. Each shareholder, other than RCF or any affiliate of RCF, will be entitled to $0.0325 in cash per share for each share held, subject to adjustment in accordance with the Arrangement.

ISS is a leading independent proxy advisory firm that provides voting recommendations to institutional shareholders.

Favourable ISS Recommendations

In reaching its conclusion, ISS noted: “The cash consideration represents a 3.5 percent premium to the 45-day VWAP ending on the unaffected date, providing both certain and immediate value….Absent the transaction, the special committee has determined there is material risk the company will breach its debt covenants which may significantly impair shareholders' ability to realize value from their investment… the present offer from RCF appears to be the sole option available to shareholders which does not involve reversion to the riskier standalone scenario. On balance, in light of the foregoing factors, shareholder support for the proposal is warranted.”

Special Meeting of Securityholders

The special meeting of NorZinc’s securityholders (the “Meeting”) will take place on Monday December 5, 2022, at 11:00 a.m. (PST) at the office of DuMoulin Black LLP, 10th Floor of 595 Howe Street, Vancouver, British Columbia

YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY

The proxy voting deadline is 11:00 a.m. (PST) on Thursday December 1, 2022

NorZinc’s Board of Directors unanimously recommends that securityholders vote FOR the Arrangement Resolution

How to Vote

Your vote is important regardless of the number of securities you own. Registered and beneficial securityholders may vote using the following methods:

Registered Securityholders

  • Internet: Go to www.investorvote.com. Enter the 15-digit control number from your form of proxy in the space provided and vote your securities.
  • Telephone: Call 1-866-732-VOTE (8683). Enter your 15-digit control number as directed and vote your securities.

Beneficial Securityholders

  • Internet: Go to www.proxyvote.com. Enter the 16-digit control number from your voting instruction for in the space provided and vote your Securities
  • Telephone: Call the toll-free telephone number provided on the form of proxy or voting instruction form and follow the prompted voting instructions. You will need to enter the 16-digit control number.

If you hold your securities through an intermediary, please follow the instructions on the voting instruction form provided by such intermediary to ensure that your vote is counted at the Meeting.

Securityholder Questions

If you have questions or need more information about the Arrangement, please contact NorZinc’s securityholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 toll-free in Canada of 416-304-0211 for international calls or by e-mail at assistance@laurelhill.com.

About NorZinc

NorZinc is a TSX-listed mine development Company trading 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.

For further information:

Rohan Hazelton, President & CEO, Tel: (604) 688-2001 or Toll-free:1- 866-688-2001, E-mail: ir@norzinc.com, www.norzinc.com

Shareholder Questions

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

Laurel Hill Advisory Group

North American Toll Free: 1-877-452-7184 (or 416-304-0211 for shareholders outside North America)

Email: assistance@laurelhill.com