Le Lézard
Classified in: Mining industry, Business
Subject: TNM

RCF VI CAD LLC Acquires Shares and Warrants in NorZinc Ltd. pursuant to an Arrangement


DENVER, Sept. 18, 2018 /CNW/ - RCF VI CAD LLC ("RCF VI CAD") reports that, effective September 6, 2018, it acquired ownership and control of 151,630,000 common shares (each, a "NorZinc Share") of NorZinc Ltd. ("NorZinc") and 50,000,000 warrants to acquire NorZinc Shares (each, a "NorZinc Warrant") pursuant to a statutory plan of arrangement (the "Arrangement") involving NorZinc and Canadian Zinc Corporation ("CZN"). The Arrangement reorganized CZN into a publically-listed holding corporation (NorZinc) and a directly held, wholly-owned, operating subsidiary retaining the name Canadian Zinc Corporation.

Pursuant to the Arrangement, all of the issued and outstanding CZN common shares (each, a "CZN Share") and warrants to purchase CZN Shares (each, a "CZN Warrant") were exchanged for, or converted into, an equivalent amount of NorZinc Shares and NorZinc Warrants, respectively. Consequently, as a result of the Arrangement, RCF VI CAD disposed of ownership and control of 151,630,000 CZN Shares and 50,000,000 CZN Warrants. The NorZinc Warrants are governed by the same terms and conditions applicable to the original CZN Warrants, being exercisable until December 31, 2018 at a price of CDN$0.25.

Prior to the Arrangement, RCF VI CAD owned and controlled a total of (i) 151,630,000 CZN Shares, representing approximately 41.42% of the then issued and outstanding CZN Shares and (ii) 50,000,000 CZN Warrants, representing 100% of the then issued and outstanding CZN Warrants. Assuming the exercise of all of the CZN Warrants held by RCF VI CAD prior to the Arrangement, an aggregate of 201,630,000 CZN Shares would have been owned and controlled by RCF VI CAD, representing approximately 48.46% of the then issued and outstanding CZN Shares. Immediately following the effective date of the Arrangement, RCF VI CAD owned and controlled no CZN Shares and no CZN Warrants.

Prior to the Arrangement, RCF VI CAD owned and controlled no NorZinc Shares or NorZinc Warrants. Immediately following the effective date of the Arrangement, RCF VI CAD owned and controlled a total of (i) 151,630,000 NorZinc Shares, representing approximately 41.42% of the issued and outstanding NorZinc Shares immediately following the effective date of the Arrangement and (ii) 50,000,000 NorZinc Warrants, representing 100% of the issued and outstanding NorZinc Warrants immediately following the effective date of the Arrangement. Assuming the exercise of all of the NorZinc Warrants held by RCF VI CAD following the effective date of the Arrangement, an aggregate of 201,630,000 NorZinc Shares would be owned and controlled by RCF VI CAD, representing approximately 48.46% of the issued and outstanding NorZinc Shares immediately following the effective date of the Arrangement.

RCF VI CAD acquired the CZN Shares and CZN Warrants for investment purposes and will hold the NorZinc Shares and NorZinc Warrants for the same purposes. RCF VI CAD may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of NorZinc.

Pursuant to an amended and restated investor rights agreement, which was assigned by CZN to and assumed by NorZinc as part of the Arrangement, RCF VI CAD has certain nomination rights in respect of NorZinc's board of directors. RCF VI CAD has not nominated any person or persons to serve on the board of directors of CZN, but may undertake such nominations to NorZinc's board of directors in the future pursuant to its rights under the Investor Agreement.

CZN and NorZinc's office is located at Suite 1710, 650 West Georgia Street, Vancouver, British Columbia, V6B 4N9.

To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see CZN's and NorZinc's profile on the SEDAR website www.sedar.com.

About RCF VI CAD LLC

RCF VI CAD is a private investment fund existing under the laws of the State of Delaware. For further information and to obtain a copy of the early warning report, please contact:

Resource Capital Funds
1400 Sixteenth Street, Suite 200
Denver, CO, 80202

SOURCE RCF VI CAD LLC


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