Announcement • Dec 15
Resource Capital Fund VI L.P., a fund managed by RCF Management, LLC completed the acquisition of the remaining 51.69% stake in NorZinc Ltd. (TSX:NZC).
Resource Capital Fund VI L.P., a fund managed by RCF Management, LLC entered into a non-binding letter of intent to acquire the remaining 51.69% stake in NorZinc Ltd. (TSX:NZC) on September 2, 2022. Resource Capital Fund VI L.P., a fund managed by RCF Management, LLC entered into an arrangement agreement to acquire the remaining 51.69% stake in NorZinc Ltd. (TSX:NZC) for CAD 13.5 million on September 29, 2022. As per the terms of the transaction, RCF shall pay CAD 0.0325 in cash per NorZinc share. RCF and its affiliates currently hold approximately 48.31% of the outstanding common shares of NorZinc. Concurrently with signing of the Arrangement Agreement, NorZinc and RCF have amended and restated the credit facility dated May 19, 2022, to provide for an increase in the commitment thereunder by $11 million (CAD 15.1 million). Following completion of the Arrangement, NorZinc's shares are expected to be delisted from the Toronto Stock Exchange. NorZinc shall pay a termination fee of $250,000 (CAD 342,292) to RCF.
The consummation of the transaction is subject to the approval of NorZinc shareholders, subject to court approvals, Toronto Stock Exchange approval, NorZinc shall have obtained and delivered to RCF written resignations from directors of NorZinc and other customary closing conditions. The Board of NorZinc, having received the unanimous recommendation of the Special Committee, unanimously determined that the Transaction is in the best interests of NorZinc and is fair to the shareholders of NorZinc other than RCF and its affiliates (the "Minority Shareholders") and recommends that Securityholders vote in favour of the Transaction at the Meeting. As of November 23, 2022, Institutional Shareholder Services Inc. recommended that shareholders, option holders, warrant holders, RSU holders and DSU holders of NorZinc vote for the special resolution to approve the transaction. The court order hearing is scheduled on or about December 8, 2022. NorZinc expects to hold the Meeting as early as possible in the fourth quarter of 2022 and the transaction is expected to close shortly thereafter. NorZinc announce that independent proxy advisory firm Glass Lewis and Co., LLC recommended that shareholders vote for the proposed arrangement with RCF. The special meeting of NorZinc's securityholders will take place on December 5, 2022. As of December 5, 2022, the shareholders of NorZinc has approved the deal. As of December 8, 2022, the Supreme Court of British Columbia has approved the deal. The transaction is expected to close on or about December 13, 2022.
Bank and Scotia Capital acted as fairness opinion providers to the Special Committee and Board, respectively. National Bank is acting as financial advisor to the Special Committee of NorZinc and Bennett Jones LLP is acting as legal counsel to the Special Committee. Scotiabank is acting as financial advisor to NorZinc and DuMoulin Black LLP is acting as Canadian legal counsel to NorZinc. Bacchus Capital Advisers is acting as financial advisor to RCF and Blake, Cassels & Graydon LLP is acting as legal counsel to RCF. Laurel Hill Advisory Group, LLC acted as information agent with a service fee of CAD 50,000 to NorZinc. Computershare Investor Services Inc. acted as transfer agent and depository bank to NorZinc. KPMG LLP acted as accountant to NorZinc.
Resource Capital Fund VI L.P., a fund managed by RCF Management, LLC completed the acquisition of the remaining 51.69% stake in NorZinc Ltd. (TSX:NZC) on December 13, 2022. The Shares are expected to be delisted from the Toronto Stock Exchange and the OTCQB at the close of trading on December 15, 2022.
