Blakes, DuMoulin Black, Bennett Jones assist in NorZinc's sale to mining-focused US investor

Stewart McKelvey advising Aegis' M&A deal with Toronto-based bar & grill firm also in deals roundup

Blakes, DuMoulin Black, Bennett Jones assist in NorZinc's sale to mining-focused US investor

DuMoulin Black and Bennett Jones assisted NorZinc in an acquisition deal with a US-based mining-focused alternative investment firm, with Blakes advising the investment firm. Also in this week’s deals roundup is Stewart McKelvey serving as legal counsel to Aegis Brands in its purchase of a Toronto-based franchised casual dining bar & grill company for $68 million (US$50 million).

NorZinc to sell to US-based Resource Capital Fund

NorZinc Ltd., a Vancouver-based mine developer, and Resource Capital Fund VI CAD LLC (RCF), a Colorado-based alternative investment firm focused on mining companies, reached an agreement in which RCF will acquire all remaining NorZinc shares that RCF does not currently own.

RCF and its affiliates currently hold approximately 48.31 percent of the outstanding common shares of NorZinc.

Blake, Cassels & Graydon LLP is acting as legal counsel and Bacchus Capital Advisers as financial advisor to RCF.

DuMoulin Black LLP is acting as Canadian legal counsel and Scotiabank as financial advisor to NorZinc. Bennett Jones LLP is acting as legal counsel and National Bank as financial advisor to the Special Committee of NorZinc.

“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,” said NorZinc President and CEO Rohan Hazelton. “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. 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 deal is anticipated to close during the fourth quarter of 2022, subject to all regulatory approvals.

Aegis to acquire Toronto-based St. Louis Bar & Grill for $68 million cash

Aegis Brands Inc. agreed to purchase St. Louis Bar & Grill, a Toronto-based franchised casual dining bar & grill company with 72 locations across four provinces, in an all-cash deal valued at $68 million (US$50 million).

Upon deal completion, Aegis will acquire the assets and intellectual property of the St. Louis Bar & Grill brand and trademark.

Stewart McKelvey is acting as the legal counsel and Echelon Capital Markets as the financial advisor to Aegis in connection with the transaction.

Dale & Lessmann LLP is acting as the legal advisor to St. Louis in connection with the transaction.

Aegis President and CEO Steven Pelton said, “Brent Poulton and his team have done an exceptional job growing and fine-tuning this brand over the years. We couldn't be happier to welcome the brand, the employees and the franchisees of St. Louis into Aegis. Aegis' intent is to continue to grow the St. Louis brand across Canada and beyond.”

The deal is expected to close in the fourth quarter of 2022.

Interfor to buy Chaleur Forest Products for $325 million

Interfor Corporation, a Vancouver-based wood products manufacturer, has agreed to acquire the entities comprising Chaleur Forest Products, an affiliate of the Kilmer Group, in a $325 million deal that includes $31 million of net working capital.

Chaleur owns two sawmill operations located in Belledune and Bathurst, NB, with a combined annual lumber production capacity of 350 million board feet.

“This acquisition is consistent with Interfor’s growth-focused strategy as a pure-play lumber producer and builds upon our recent expansion into Eastern Canada with further geographic diversity,” said Interfor President and CEO Ian Fillinger. “New Brunswick has a secure, high quality and competitive log supply, a supportive investment environment and proximity to key eastern markets. These are well-managed and efficient mills with a desirable SPF product mix, which fit extraordinarily well within our existing portfolio. Chaleur’s strong management team further bolsters our core lumber strength and we look forward to welcoming the team into our company.”

The deal is expected to close in the fourth quarter of 2022, subject to all regulatory approvals.

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