NZC-TSX
NORZF-OTCQB
VANCOUVER, BC, Oct. 4, 2021 /CNW/ - NorZinc Ltd. (TSX:
NZC) (OTCQB: NORZF) ("NorZinc") is pleased to announce it
has entered into an asset purchase agreement (the
"Agreement") with Canterra Minerals Corporation (TSXV:CTM)
("Canterra"), whereby Canterra will acquire 100% of
NorZinc's Newfoundland mineral
properties (the "Transaction"), being the South Tally Pond /
Lemarchant Project, the Tulks South Project, the Long Lake Project
and the Victoria Mine (collectively, the "Assets").
In accordance with the terms of the Agreement, NorZinc will sell
the Assets to Canterra in exchange for an aggregate nominal
consideration of $2,615,125 comprised
of $250,000 in cash, payable upon
closing of the Transaction ("Closing"), and 6,625,000 common
shares of Canterra at a price of $0.357 per share (the "Consideration
Shares"), based upon the 20-day volume weighted average price
("VWAP") of Canterra's shares on the TSXV at October 1, 2021.
"We are pleased to have entered into an agreement with a
well-financed, emerging exploration company such as Canterra with
experienced management and a strong shareholder base," stated
Rohan Hazelton, President and CEO of
NorZinc. "This sale will allow us to focus solely on our flagship
asset, the Prairie Creek Mine, a high-grade zinc-lead-silver
project in the Northwest Territories,
Canada. The Company continues to advance Prairie Creek,
including the recent announcement of a permitting milestone which
allows the company to advance permits for a 2400 tpd production
plan without the need for an additional Environmental Assessment.
The sale of our Newfoundland
mineral properties strengthens our balance sheet and allows us to
invest further in bringing Prairie Creek closer to production."
The Consideration Shares will be subject to certain contractual
lock-up requirements pursuant to which, except in certain
circumstances: 3,000,000 Consideration Shares may not be
transferred until 6 months following Closing and the remaining
3,625,000 Consideration Shares may not be transferred until 12
months following Closing. The Consideration Shares will also be
subject to a statutory 4-month hold period pursuant to securities
law requirements.
The closing of the Transaction is subject to certain closing
conditions, such as the receipt of applicable governmental or
regulatory approvals, including the conditional approval of the TSX
Venture Exchange ("TSXV") and is expected to be complete by
mid-November, 2021.
About Canterra Minerals
Canterra is a Canadian resource company focused on gold
exploration on the island of Newfoundland. Canterra is
earning a 100% interest in the Wilding and Noel Paul Gold Projects,
located 50km south, by logging road, from Millertown and directly northeast of Marathon
Gold's Valentine Lake Gold Project in Central Newfoundland. Canterra's team has more
than 100 years of experience searching for gold and diamonds in
Canada and have been involved in
the discovery of the Snap Lake diamond mine, in addition to the
discovery of the Blackwater Gold deposit in British Columbia, Canada.
About NorZinc
NorZinc is a TSX-listed mine development company trading under
the symbol "NZC". NorZinc is developing its key project, the
100%-owned high-grade zinc-lead-silver Prairie Creek Mine, located
in the Northwest Territories,
Canada.
Website: www.norzinc.com.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news
release.
Cautionary Statement – Forward-Looking
Information
This press release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of applicable Canadian securities
legislation. All statements, other than statements of historical
fact, are forward-looking statements and are based on expectations,
estimates and projections as at the date of this press release. Any
statement that involves discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as "expects", "is expected" "anticipates", "plans", "budget",
"scheduled", "forecasts". "estimates", "believes" or intends" or
variations (including negative and grammatical variations) of such
words and phrases or stating that certain actions, events or
results "may" or "could, "would", "might" or "will" be taken to
occur or be achieved) are not statements of historical fact and may
be forward-looking statements. In this press release,
forward-looking statements relate, among other things, to: the
ability of the parties to satisfy the conditions precedent to
complete the Transaction and the ability of NorZinc and Canterra to
give effect to the sale, conveyance, assignment and transfer of
the Assets by NorZinc to Canterra; and necessary
regulatory approvals, including the approval of the TSXV. These
statements are based upon assumptions that are subject to
significant risks and uncertainties, including assumptions that all
conditions to the closing of the Transaction will be satisfied and
that the parties to the Agreement will be able to obtain
shareholder, director and regulatory approvals, as applicable.
Although NorZinc and Canterra consider these assumptions to be
reasonable based on information currently available to them, they
may prove to be incorrect, and the forward looking statements in
this press release are subject to numerous risks, uncertainties and
other factors that may cause future results to differ materially
from those expressed or implied in such forward looking statements.
Such risk factors may include, among others, the risk that required
approvals are not obtained and material conditions are not
satisfied in connection with the Transaction; and the risk that the
Transaction is not approved or completed on the terms set out in
the Agreement or at all. Although NorZinc and Canterra believe that
the expectations reflected in forward-looking statements are
reasonable, they can give no assurances that the expectations of
any forward-looking statements will prove to be correct. Except as
required by law, Canterra and NorZinc disclaim any intention and
assume no obligation to update or revise any forward looking
statements to reflect actual results, whether as a result of new
information, future events, changes in assumptions, changes in
factors affecting such forward looking statements or
otherwise.
SOURCE NorZinc Ltd.