Corazon Mining Ltd T.CZN

RE:RE:Circular?

[JohnnyBurnette]

From News Release Aug 2021

NORZINC ANNOUNCES CLOSING OF PROSPECTUS OFFERING AND PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $7.2 MILLION 

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MI 61-101 Disclosure RCF is an insider of the Company. Accordingly, the Concurrent Private Placement is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each "related party transaction" on SEDAR under NorZinc's issuer profile at www.sedar.com. The Company did not file the material change report more than 21 days before the expected closing date of the Concurrent Private Placement as the details of the Concurrent Private Placement and the participation therein by the "related party" of the Company were not settled until shortly prior to the closing of the Concurrent Private Placement. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(b) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company's market capitalization

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