Mr. David Eaton reports

PENBAR CAPITAL LTD. ANNOUNCES RECEIPT OF CONDITIONAL APPROVAL FOR QUALIFYING TRANSACTION WITH EASTPORT VENTURES INC. AND FILING OF FILING STATEMENT

Penbar Capital Inc. has received conditional approval from the TSX Venture Exchange with respect to its previously announced qualifying transaction (as such term is defined in TSX-V Policy 4.2 (Capital Pool Companies) with Eastport Ventures Inc., a private arm's-length Ontario company, pursuant to the terms of an amalgamation agreement dated March 14, 2025, as amended and restated on May 26, 2025, with 1001160772 Ontario Ltd., a newly incorporated wholly owned subsidiary of the company (NewCo), and Eastport.

The transaction will be a three-cornered amalgamation whereby NewCo and Eastport will amalgamate to form a new amalgamated entity (AmalCo), and AmalCo will be a wholly owned subsidiary of the company. The combined company that will result from the completion of the transaction will be renamed Eastport Ventures Inc. or such other name as agreed to by the company and Eastport. Subject to final approval of the TSX-V, the common shares of the resulting issuer will trade on the TSX-V under the symbol EVI, and the business of the resulting issuer will be the business of Eastport. It is expected that the resulting issuer will be listed on the TSX-V as a Tier 2 mining issuer.

In connection with the transaction, the company has filed a filing statement dated Sept. 30, 2025, on the company's SEDAR+ profile, which was prepared in accordance with the policies of the TSX-V. The filing statement provides more fulsome and detailed information with respect to the company, Eastport and the transaction as a whole.

Eastport has called a special meeting of shareholders, to be held on Oct. 6, 2025, at 11 a.m. EST, to consider and, if thought advisable, to approve, with or without variation, a special resolution authorizing and approving the amalgamation pursuant to the terms and conditions of the amalgamation agreement.

For more information on the transaction, please see the company's news releases dated March 17, 2025, and May 26, 2025, filed on the company's SEDAR+ profile.

Closing of the transaction

The qualifying transaction is scheduled to close on or about Oct. 8, 2025, but remains subject to the satisfaction of various conditions standard for a transaction of this nature, including, but not limited to: (i) closing of a non-brokered private placement financing of 18,055,556 subscription receipts for minimum gross proceeds of $3.25-million and 27,777,778 subscription receipt for maximum gross proceeds of $5-million; (ii) receipt of all necessary regulatory, shareholder and third party consents, waivers and approvals, including the final approval of the TSX-V; and (iii) the absence of any material adverse change in the business, affairs or operations of the company or Eastport, as applicable. The common shares of Penbar are currently halted from trading and will remain halted until further notice.

In connection with the proposed transaction, Penbar will effect a consolidation of its outstanding securities on the basis of seven preconsolidation securities for every one postconsolidation security.

In accordance with the terms of the amalgamation agreement, Eastport securityholders will exchange their securities for equivalent securities of the resulting issuer on the basis of 0.2941 fully paid and non-assessable security of the resulting issuer for every one Eastport security held, at a price of approximately 61 cents per security.

About Eastport Ventures Inc.

The principal business of Eastport is the operation, exploration and development of mineral properties in Africa. The material property of Eastport is the Matsitama property, located in Botswana. Eastport also has an interest in the Foley property, the Semarule property, and the Jwaneng, Keng and Selebi properties, which are considered non-core properties.

About Penbar Capital Ltd.

Penbar is a British Columbia-based company and a reporting issuer in the provinces of British Columbia and Alberta. Penbar focuses on strategic investments in high-growth sectors, aiming to create long-term value for its shareholders.

Additional information

All information contained in this press release with respect to the company and Eastport was supplied, for inclusion herein, by the respective parties, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the transaction is subject to a number of conditions, including, but not limited to, final approval of the TSX-V. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

We seek Safe Harbor.