Mr. Burns Tennent-Bhohi reports

PENBAR COMPLETES QUALIFYING TRANSACTION WITH EASTPORT VENTURES INC.

Penbar Capital Ltd., to be renamed Eastport Ventures Inc., completed its previously announced qualifying transaction, as defined under TSX Venture Exchange Policy 2.4, Capital Pool Companies, with Eastport Ventures Inc. (Eastport) and 1001160772 Ontario Ltd. (NewCo), a wholly owned subsidiary of Penbar, on Nov. 10, 2025.

On the closing date and in connection with the transaction, Penbar consolidated its outstanding common shares on the basis of one postconsolidation Penbar share for seven preconsolidation common shares under the new Cusip No. 70662P 20 5.

As a closing condition of the transaction, Eastport was required to close 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. The concurrent financing was oversubscribed and closed in tranches by both Eastport and Penbar on effectively the same terms. In total, the concurrent financing was completed in tranches by both Penbar and Eastport for total gross proceeds of approximately $5,927,075.80 (of that amount total, Eastport received gross proceeds of $4,328,568.36 and Penbar received gross proceeds of $1,598,507.44).

On the closing date, all of the issued and outstanding securities of Eastport were exchanged for corresponding securities of the company on the basis of 0.2941 resulting issuer share for every Eastport share held, at a deemed price of approximately 61 cents per Eastport share, with the underlying securities of Eastport being cancelled. Accordingly, an aggregate of 27,714,630 postconsolidation resulting issuer shares were issued to the former shareholders of Eastport; warrants to acquire an aggregate of 11,675,707 postconsolidation resulting issuer shares were granted to the former warrantholders of Eastport; and options to acquire an aggregate of 338,215 postconsolidation resulting issuer shares were granted to the former optionholders of Eastport.

On the closing date, the subscription receipts issued by Eastport on Oct. 30, 2025, pursuant to its portion of the concurrent financing, were automatically converted into units of Eastport. One unit consists of one Eastport share and one-half of one A warrant and one-half of one B warrant, subject to adjustment in certain events, immediately before the completion of the transaction upon the satisfaction or waiver of the escrow release conditions (as defined in the subscription receipt agreement). Each whole A warrant entitles the holder thereof to acquire one Eastport share at a price of 85 cents per share for a period of 12 months following the listing of the Penbar shares (as defined below) on the TSX Venture Exchange. Each whole B warrant entitles the holder thereof to acquire one Eastport share at a price of $1.70 per share for a period of 24 months following the listing of the resulting issuer shares (as defined below) on the TSX-V.

Commenting, Burns Singh Tennent-Bhohi, chief executive officer of Penbar, said:

"Over nearly six years, Eastport has been pro-actively developing and operating in Botswana with the objective of building a truly disruptive critical metals developer and explorer. Throughout, we have remained committed to conducting our listing at a time where capital and liquidity are receptive to a historically challenging yet symbiotic sector.

"Over the many years of planning our public debut, we were unwavering in our determination to list on the TSX-V, as we appreciate and understand the global presence this exchange maintains in global capital markets -- specifically for our sector.

"It has been a pleasure to work with the TSX-V, which has a dedicated, committed and pro-active team. I take this opportunity to thank the TSX-V and all the associated advisors who have supported the closing of this transaction. Building private companies like Eastport during exceptionally challenging market conditions is not possible without a unified team that maintains a common objective alongside brave and committed shareholders and investors. I take this opportunity to sincerely thank all our long-standing and supportive shareholders, our local management and team in Botswana, and all the board of directors and management of the company, who have shown immense levels of dedication, sacrifice and patience.

"To our new incoming shareholders, we welcome you at what is perhaps the most exciting time in this company's corporate history and look forward to sharing with you what we have been building for the past six years in what will be a continuation of a highly proactive period for the company with a well-funded treasury to support the process.

"Critically, our business has continued to progress and prosper by virtue of the jurisdiction we operate in. Botswana is an incredible country, with incredible people, talent, resources, and a Tier 1 destination for mining and development opportunities. I have personally had the pleasure and privilege of investing and developing companies in Botswana for the last 10 years, and I am excited for the years ahead."

In connection with the transaction, the company intended to change its name to Eastport Ventures from Penbar Capital, but the name change was delayed due to strike action by the British Columbia General Employees' Union, which delayed processing at the British Columbia corporate registry. The company therefore will not effect the name change at closing but intends to do so after trading resumes and will provide information about the name change in a future news release. The company proceeded with the consolidation and symbol change at closing and its common shares are expected to commence trading on a postconsolidation basis on the TSX-V on or about Nov. 20, 2025, under the new symbol EVI.

About Eastport

Eastport was founded in 2017 and is a Toronto-based private company engaged in the acquisition, exploration and development of mineral properties in Botswana. Since incorporation, Eastport, through its wholly owned subsidiaries, Eastport Ventures (Botswana) Pty. Ltd. and Current Exploration Solutions Pty. Ltd., have acquired a total of six mineral projects, providing Eastport with exposure to critical metals, including copper (Cu), nickel (Ni), uranium (U), rare earth elements (REE) and diamonds.

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 Selebi, Keng & Jwaneng, Keng, and Selebi properties, which are considered non-core properties.

Qualifying transaction

The company completed the transaction pursuant to the terms and conditions of an amalgamation agreement dated March 14, 2025, as amended and restated on May 26, 2025, among Penbar, Eastport and NewCo, pursuant to which Penbar acquired all of the outstanding securities of Eastport in exchange for securities of the company.

On the closing date, Penbar consolidated its outstanding common shares on the basis of one postconsolidation Penbar share for seven preconsolidation common shares. At closing, all of the issued and outstanding securities of Eastport were exchanged for corresponding securities of the company multiplied by the exchange Ratio for every Eastport share held, at a deemed price of approximately 61 cents per Eastport share, with the underlying securities of Eastport being cancelled. Accordingly, an aggregate of 27,714,630 postconsolidation resulting issuer shares were issued to the former shareholders of Eastport; resulting issuer warrants to acquire an aggregate of 11,675,707 postconsolidation resulting issuer shares were granted to the former warrantholders of Eastport; and resulting issuer options to acquire an aggregate of 338,215 postconsolidation resulting issuer shares were granted to the former optionholders of Eastport.

At closing, the Eastport subscription receipts issued by Eastport on Oct. 30, 2025, pursuant to the Eastport private placement were automatically converted into units of Eastport. One unit consisted of one Eastport share and one-half of one A warrant and one-half of one B warrant, subject to adjustment in certain events, immediately before the completion of the transaction upon the satisfaction or waiver of the escrow release conditions (as defined in the subscription receipt agreement). Each whole A warrant entitles the holder thereof to acquire one Eastport share at a price of 85 cents per share for a period of 12 months following the listing of the resulting issuer shares on the TSX-V. Each whole B warrant entitles the holder thereof to acquire one Eastport share at a price of $1.70 per share for a period of 24 months following the listing of the resulting issuer shares on the TSX-V.

In connection with the closing, the company entered into an escrow agreement with Olympia Trust Company and certain shareholders of Eastport as required by the policies of the TSX-V, pursuant to which an aggregate of 6,909,670 postconsolidation resulting issuer shares, 2,006,760 postconsolidation resulting issuer warrants and 176,460 postconsolidation resulting issuer options issued to certain insiders (as defined under TSX-V Policy 1.1, Interpretation) of Eastport prior to the transaction were placed in escrow. In addition, an aggregate of 1,423,963 postconsolidation resulting issuer shares issued to former Eastport shareholders in exchange for Eastport shares under the transaction were placed into escrow pursuant to the seed share resale restrictions (SSRR) pooling agreement and subject to a one-year hold, with 20 per cent released every three months with the first release on the date of the bulletin issued by the TSX-V following the completion of the transaction. The company also entered into a voluntary escrow agreement with Olympia Trust and certain non-principal shareholders of Eastport pursuant to which an aggregate of 4,601,558 postconsolidation resulting issuer shares issued to certain former shareholders of Eastport prior to the transaction were placed in escrow and subject to a one-year hold, with 20 per cent released every three months with the first release on the date of the final exchange bulletin.

For additional information regarding the transaction, please refer to the company's filing statement dated Sept. 30, 2025, which is available under the company's profile on SEDAR+. Further, copies of the escrow agreement, seed share resale restrictions pooling agreement and voluntary escrow agreement are also available under the company's profile on SEDAR+.

Concurrent private placements

Eastport's concurrent financing was oversubscribed and closed in tranches in both Eastport and Penbar on effectively the same terms.

Concurrent with the closing of the transaction, Eastport closed the Eastport private placement for total gross proceeds of $4,328,568 involving the issue and sale of 7,072,401 Eastport subscription receipts, after factoring in the exchange ratio.

Concurrent with the closing of the transaction, Penbar closed its portion of the concurrent financing for total gross proceeds of $1,598,507 involving the issue and sale of 2,620,504 units of Penbar at an issue price of 61 cents per Penbar unit. Each Penbar unit consists of one resulting issuer share and one-half of one A warrant and one-half of one B warrant, subject to adjustment in certain events. Each whole A warrant entitles the holder thereof to acquire one resulting issuer share at a price of 85 cents per share for a period of 12 months following the listing of the resulting issuer shares on the TSX-V. Each whole B warrant entitles the holder thereof to acquire one resulting issuer share at a price of $1.70 per share for a period of 24 months following the listing of the resulting issuer shares on the TSX-V.

In addition, insiders of the resulting issuer participated in the Penbar private placement as detailed in an attached table.

In connection with the Eastport private placement, Eastport paid finders' fees to Canaccord Genuity Corp., Intrynsyc Capital Corp., Haywood Securities Inc., Ventum Financial Corp. and Red Cloud Securities Inc., consisting of aggregate cash fees of $131,252, and issued an aggregate of 214,450 finders' warrants on a postexchange ratio basis. Each finder's warrant entitles the holder to purchase one resulting issuer share, exercisable at 61 cents (on a postexchange ratio basis) and expiring on the date that is 12 months following the date of the listing of the resulting issuer shares on the TSX-V.

The proceeds of the Eastport private placement and the Penbar private placement will be used to finance the exploration program on the Matsitama property, to finance the exploration program on its other properties, to pay professional fees, to pay general and administrative expenses for the next 12 months, and to make cash payments to ZCI Ltd., as well as for general corporate and working capital purposes. Based on the total available funds to date in the amount of approximately $5,510,951, Penbar expects to use the proceeds of the Eastport private placement and the Penbar private placement as detailed in an attached table.

Directors, officer and insiders of the company

In connection with the closing, each of Denise Lok, Queenie Kuang and David Velisek resigned as directors of Penbar, David Eaton resigned as the chief executive officer, and Ms. Kuang resigned as the chief financial officer and corporate secretary of Penbar. Following such resignations, David Minchin (chairman), Mr. Tennent-Bhohi, Rickey G. Bonner, Mr. Eaton, David Newman, and Herrick Lau were appointed as directors of Eastport. In addition, each of Mr. Tennent-Bhohi was appointed as the CEO, Ms. Lok as CFO and corporate secretary, and Mr. Bonner as the country geologist of Penbar.

Each of Mr. Tennent-Bhohi, Glenpani Group Ltd. and Glenpani Capital Group Ltd. will hold, both directly and indirectly, more than 10 per cent of the postconsolidation resulting issuer shares. Mr. Tennent-Bhohi, the CEO and a director of the company, is the ultimate beneficial owner of Glenpani Group and owns 50 per cent of Glenpani Capital Group. Mr. Minchin, the chairman and a director of the company, owns 50 per cent of Glenpani Capital Group. Through Glenpani Group, Mr. Tennent-Bhohi, Mr. Minchin and Mr. Bonner, director and country geologist of the company, exchanged 3.5 million, 600,000 and one million Eastport performance warrants, respectively, for 1,029,350, 176,460 and 294,100, respectively, equivalent resulting issuer warrants at closing of the transaction.

For additional information regarding the directors and officers, please refer to the filing statement, as well as the company's news release dated March 17, 2025, which are available under the company's profile on SEDAR+.

Capitalization of the company

Following the completion of the transaction, 30,906,564 postconsolidation resulting issuer shares were issued and outstanding, and are held as follows:

• 571,429 postconsolidation resulting issuer shares (1.85 per cent) by the shareholders of Penbar prior to the completion of the transaction;
• 20,642,230 postconsolidation resulting issuer shares (66.79 per cent) by the former shareholders of Eastport;
• 7,072,401 postconsolidation resulting issuer shares (22.88 per cent) by the former holders of Eastport subscription receipts;
• 2,620,504 postconsolidation resulting issuer shares (8.48 per cent) by the holders of Penbar units.

Following the completion of the transaction, 14,691,569 postconsolidation resulting issuer warrants and postconsolidation resulting issuer options were issued and outstanding, and are held as follows:

• 57,143 postconsolidation resulting issuer options (0.39 per cent) by the optionholders of Penbar prior to the completion of the transaction;
• 338,215 postconsolidation resulting issuer options (2.30 per cent) by the former optionholders of Eastport;
• 2,624,257 postconsolidation resulting issuer warrants (17.86 per cent) by the former warrantholders of Eastport;
• 1,764,600 postconsolidation resulting issuer warrants (12.01 per cent) by the former holders of Eastport performance warrants (refer to an attached table);
• 3,536,200 postconsolidation resulting issuer warrants (24.07 per cent) by the former holders of A warrants after conversion of the Eastport subscription receipts;
• 3,536,200 postconsolidation resulting issuer warrants (24.07 per cent) by the former holders of B warrants after conversion of the Eastport subscription receipts;
• 214,450 postconsolidation resulting issuer warrants (1.46 per cent) by finders in the private placement;
• 1,310,252 postconsolidation resulting issuer warrants (8.92 per cent) by the holders of A warrants comprising the Penbar units;
• 1,310,252 postconsolidation resulting issuer warrants (8.92 per cent) by the holders of B warrants comprising the Penbar units.

Following the completion of the transaction, an aggregate of 1,764,600 performance warrants are outstanding, as shown in an attached table.

Investor relations

Effective on the closing of the transaction, the company has engaged Kin Communications Inc. to assist with its investor relations activities. Kin is a full-service investor relations agency based in Vancouver, B.C., with experience in the junior mining sector. Under the terms of an investor relations agreement, Kin has agreed to assist with investor relations activities, including communicating with investment advisers, analysts, portfolio managers and media for a period of 12 months and on a month-to-month basis thereafter. In consideration for the services, the company has agreed to pay Kin $15,000 per month plus GST for the initial 12-month period. Kin currently holds 99,994 postconsolidation resulting issuer shares and 99,994 postconsolidation resulting issuer warrants. All securities held by Kin are subject to a one-year hold in accordance with seed share resale restrictions, with 20 per cent released every three months with the first release on the date of the final exchange bulletin.

We seek Safe Harbor.