NORZINC ENTERS INTO ARRANGEMENT AGREEMENT IN CONNECTION WITH PROPOSED ACQUISITION BY RCF

Vancouver, British Columbia - NorZinc Ltd. (TSX: NZC; OTCQB: NORZF) (the 'Company' or 'NorZinc') announced that, based on the unanimous recommendation of an independent special committee (the 'Special Committee') of its board of directors (the 'Board') as well as unanimous approval by the Board, it has entered into an arrangement agreement (the 'Arrangement Agreement') with RCF VI CAD LLC ('RCF'), in respect of a transaction whereby RCF will acquire all of the issued and outstanding common shares of the Company that RCF and its affiliates do not currently own pursuant to a court-approved plan of arrangement for $0.0325 in cash per NorZinc share, which represents a 3.5% premium to the 45-day VWAP of $0.0314 per share, (the 'Transaction'). RCF and its affiliates currently hold approximately 48.31% of the outstanding common shares of the Company. 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 US$11 million (the 'Amended and Restated Credit Agreement').

Rohan Hazelton, President & CEO, NorZinc stated, 'The Company has been working to address challenges with respect to its debt situation and capital funding needs given the current market conditions. Considering the interests of all stakeholders in the Company and its Prairie Creek Project, and in order to maintain the current development work at and accessing the site, The Board has explored all viable strategic alternatives. Ultimately, it has concluded that the unsolicited all-cash offer to the minority shareholders contained within the Arrangement Agreement is in the best interests of the Company and its stakeholders. While we believe this asset has an exciting future, given the current capital markets, debt and equity position of the Company, we believe this is the best alternative for the Company and its shareholders at the present time. We are proud of the recent milestones achieved in permitting and indigenous community agreements that have advanced Prairie Creek development and remain bullish on the long-term viability of the Project and the positive impact it will have on the local region.'

The Transaction is to be affected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The consummation of the Transaction is subject to a number of conditions customary to transactions of this nature, including, among others, the adoption of a resolution approving the Transaction at a special meeting of securityholders of the Company (the 'Meeting') by: (i) at least 66?% of votes cast by the Company's shareholders present in person or represented by proxy at the Meeting; (ii)at least 66?% of votes cast by the Company's shareholders and holders of options, warrants, deferred share units and restricted share units (collectively, the 'Securityholders'), voting together as a single class, present in person or represented by proxy at the Meeting; and (iii) a majority of the votes cast by the Company's shareholders present in person or represented by proxy at the Meeting, excluding votes attached to NorZinc common shares held by RCF and its affiliates and any other person as required under Multilateral Instrument 61-101 - Protection of Minority security Holders in Special Transactions ('MI 61-101'). The Company expects to hold the Meeting as early as possible in the fourth quarter of 2022 and the Transaction is expected to close shortly thereafter, subject to court approvals and other customary closing conditions. In addition to Securityholder and court approvals, the Transaction is subject to applicable regulatory approvals including, but not limited to, Toronto Stock Exchange approval. The Arrangement Agreement contains customary provisions including non-solicitation, 'fiduciary out' and 'right to match' provisions, as well as a US$250,000 termination fee payable to RCF under certain circumstances. Further details regarding the terms and conditions of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by the Company under its SEDAR profile at www.sedar.com. Additional information regarding the terms of the Arrangement Agreement, the background of the Transaction and the independent valuation and fairness opinions will be provided in the information circular for the Meeting, which will also be filed on the Company's SEDAR profile at www.sedar.com.

About NorZinc

NorZinc is a TSX-listed mine development Company trading under the symbol 'NZC' and on the OTCQB under the symbol 'NORZF'. NorZinc is focused on developing its 100%-owned high-grade zinc-silver-lead Prairie Creek Project, located in the Northwest Territories

Contact:

Rohan Hazelton

President & CEO

Tel: [phone]

Toll-free:1- 866-688-2001

E-mail: [e-mail]

WEB: www.norzinc.com

Shareholder Questions

NorZinc shareholders who have questions about the Transaction can contact NorZinc's strategic advisor and proxy solicitation agent:

Laurel Hill Advisory Group

North American Toll Free: 1-877-452-7184 (or 416-304-0211 for shareholders outside North America)

Email: [e-mail]

Forward-looking statements and forward-looking information

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as 'intends', 'expects' or 'anticipates', or variations of such words and phrases or statements that certain actions, events or results 'may', 'could', 'should', 'would' or will 'potentially' or 'likely' occur. This information and these statements, referred to herein as 'forward looking statements', are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the Transaction, expected timing and closing and various steps to be completed in connection with the Transaction, including the Meeting, closing and timing of the Amended and Restated Credit Agreement and completion, timing, and size of the Rights Offering, the use of proceeds thereof and the 2022 work program. These forward-looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required Securityholder and regulatory approvals and other conditions of closing necessary to complete the Transaction or for other reasons, the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction, risks relating to the retention of key personnel during the interim period, the possibility of litigation relating to the Transaction, risks related to the diversion of management's attention from the Company's ongoing business operations, that results and impacts arising from the binding agreement between the Company and RCF will differ from the Company's expectations, changes to regional and global market trends, the ability of the Company to complete the Rights Offering if requested, ability to obtain management plan approvals and permits required to star construction of the Pioneer Winter Road, and other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Transaction or any of the matters contemplated in the Amended and Restated Credit Agreement, as well as those risk factors discussed or referred to in the Company's disclosure documents filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, assumptions regarding the ability to complete the Transaction on the contemplated terms, the conditions precedent to closing of the Transaction can be satisfied, the benefits and impacts arising from the binding agreement between the Company and RCF will be consistent with the Company's expectations. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor

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