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, and 6,625,000 common shares of Canterra at a price of $0.357 per share based upon the 20-day volume weighted average price 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 and is expected to be complete by mid-November, 2021.