NorZinc to sell to US-based Resource Capital Fund

Company

NorZinc Ltd.

Law Firm / Organization
DuMoulin Black LLP
Law Firm / Organization
Bennett Jones LLP

Bank

Resource Capital Fund VI CAD LLC

Law Firm / Organization
Blake, Cassels & Graydon LLP
NorZinc Ltd. had entered into an arrangement agreement with RCF VI CAD LLC ("RCF") for RCF to acquire all outstanding common shares of NorZinc that RCF and its affiliates didn't own. The acquisition was for CAN$0.045 (US$0.0325) per share, a 3.5% premium over the 45-day VWAP. RCF and its affiliates previously held about 48.31% of NorZinc's shares. Concurrently, a credit facility from May 19, 2022, was amended, increasing the commitment by CAN$ 15 million (US$11 million). NorZinc sought this transaction to address debt challenges and capital funding needs in light of the prevailing market conditions. The offer was deemed beneficial for the Company and its stakeholders, especially considering the long-term potential of its Prairie Creek Project. For transaction validation, National Bank Financial provided a valuation indicating that NorZinc's fair market value was between (US$0.03 to US$0.07 per share). Both National Bank and Scotia Capital confirmed the financial fairness of the transaction for minority shareholders. The transaction required approval from a significant percentage of the company's shareholders and securityholders. The deal also encompassed provisions including a CAN$345,748 (US$250,000) termination fee to RCF in certain situations. The Special Committee, established by NorZinc's board, unanimously recommended the transaction. National Bank's valuation and Scotiabank's fairness opinion further supported the transaction. Additionally, to address NorZinc's short-term liquidity, RCF and NorZinc updated their credit agreement, with RCF committing an additional CAN$ 15 million (US$11 million).
Merger & Acquisition
Mining
Undisclosed/Confidential
Active