29 November 2022
Vancouver, British Columbia ? November 29, 2022 ? NorZinc Ltd. (TSX: NZC; OTCQB: NORZF) (the “Company” or “NorZinc”) is pleased to announce that Glass Lewis and Co., LLC (“Glass Lewis”) 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 plan of 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.
Glass Lewis is an independent proxy advisor to institutional investors, covering 30,000 shareholder meetings each year, across approximately 100 global markets. Their customers include the majority of the world’s largest pension plans, mutual funds, and asset managers who collectively manage over $40 trillion in assets.
In reaching its conclusion, Glass Lewis noted:
"All told, we see limited cause for investor opposition at this time. Our view in this regard is predicated on a number of salient factors, including, among others, the following: (i) notwithstanding an ownership position which confers a great deal of voting influence to RCF, an independent special committee of the NZL determined to undertake a focused outbound solicitation as part of its review of available alternatives; (ii) the special committee further engaged with RCF around its willingness to support such alternatives; (iii) though RCF was not ultimately supportive of such alternatives, RCF did submit a revised offer at C$0.0325 per share, representing an 18.2% increase over its initial bid at C$0.0275 per share, alongside a materially expanded bridge loan and a materially reduced termination fee…. Under the circumstances, then, while we acknowledge the proposed terms imply a one-day discount, we also believe the availability of certain, all-cash value from the only likely buyer for the Company in lieu of continued exposure to a stand-alone enterprise with significant continuing financial risks represents a superior outcome at this time.”
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
Your vote is important regardless of the number of securities you own. Registered and beneficial securityholders may vote using the following methods:
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.
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.