Mr. Harry Barr reports

NEW AGE METALS OPTIONS GENESIS PROJECT

New Age Metals Inc. has entered into a non-binding letter of intent dated May 4, 2026, with Rockport Capital Corp. (RP), a capital pool company (CPC), which sets out the principal terms and conditions of a proposed transaction intended to constitute the RP's qualifying transaction.

Summary of the proposed transaction

Pursuant to the LOI, the company and RP have agreed to negotiate and enter into a definitive option agreement, pursuant to which RP will be granted the right to earn an initial 50-per-cent interest in the company's Genesis project.

The proposed transaction is a non-arm's-length qualifying transaction within the meaning of TSX Venture Exchange policies. Accordingly, the proposed transaction will be subject to approval of a majority of the votes cast by disinterested shareholders of RP. The interested directors and officers of the company will abstain from voting on board matters relating to the proposed transaction, as applicable.

The proposed transaction constitutes a related party transaction under TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as certain directors and officers of the company are also directors, officers or shareholders of RP. The company has determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements under applicable securities laws as neither the fair market value of the property interest being optioned nor the consideration payable, exceeds 25 per cent of the company's market capitalization.

Further details of the transaction will be disclosed by RP in connection with its proposed qualifying transaction.

Property and option terms

The Genesis project is a nickel/copper/platinum group element property located in the northeastern Chugach Mountains, 75 road miles north of the city of Valdez, Alaska. The property is located within three kilometres of the all-season paved Richardson Highway and a high-capacity electric power line. The property consists of 64 contiguous 160-acre claims totalling 10,240 acres and approximately 4,144 hectares.

Pursuant to the terms of the LOI, RP will have the right to earn an initial 50-per-cent interest in the property directly by satisfying the following obligations:

• Making cash payment of $25,000 to New Age Metals within 10 days of the closing;
• Issuing one million common shares to New Age Metals within 10 days of the closing;
• Incurring aggregate exploration expenditures on the property of not less than $250,000 within 12 months of the closing date of the proposed transaction as recommended by the National Instrument 43-101-compliant technical report.

Upon satisfaction of the above obligations, RP will earn an initial 50-per-cent interest in the property. The property remains subject to an existing 3-per-cent net smelter return (NSR) royalty in favour of the original property vendor.

RP shall also have the right to enter into an unincorporated joint venture arrangement with New Age Metals to earn up to an additional 20-per-cent participating interest for an aggregate total 70-per-cent interest in the property. Such right shall be exercised by providing written notice to New Age Metals. Following receipt of such notice, the parties will work diligently and in good faith to negotiate the terms of a joint venture to advance exploration and development of the property.

The company has determined that the proposed transaction does not constitute a material change for the company.

Conditions to completion

Completion of the proposed transaction is subject to RP completing a number of conditions, including, but not limited to:

1. Successful completion of TSX-V prefiling conference, whereby TSX-V has indicated the proposed transaction is acceptable as the company's qualifying transaction;
2. Completion of satisfactory due diligence;
3. Execution of mutually satisfactory definitive agreement;
4. Receipt of all required approvals, including TSX-V acceptance and minority shareholder approval;
5. Satisfaction of TSX-V listing and escrow requirements where applicable;
6. Completion of the concurrent financing for minimum proceeds of $750,000;
7. Completion of an NI 43-101-compliant technical report on the property;
8. No material adverse change in business or affairs of either RP or New Age Metals;
9. The Parties having used their good-faith efforts to prepare all necessary disclosure and filing documentation in respect of the proposed transaction and receipt of all regulatory approvals.

About Rockport Capital Corp.

Rockport is a capital pool company (CPC) and intends the proposed transaction to constitute its qualifying transaction under the policies of the TSX-V. As a CPC, the company has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policies of the exchange, until the completion of its qualifying transaction, the company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

About New Age Metals Inc.

New Age Metals is a Tier 1 TSX-V junior mineral exploration and development listed issuer incorporated under the laws of the Province of British Columbia that holds a 100-per-cent interest in the Genesis project through its wholly owned Alaskan subsidiary, Pacific North West Capital Corp. USA, subject to a 3-per-cent NSR royalty in favour of the original vendor. New Age Metals is also a company focused on the discovery, exploration and development of critical green metal projects in North America with three divisions: a platinum group element division, a lithium/rare metals division and an antimony/gold division.

We seek Safe Harbor.