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Rockport Capital Corp
Symbol	R
Shares Issued	8,300,000
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Rockport expects definitive deal for GME deal "shortly"

2023-07-26 10:53 ET - News Release

Subject: Rockport Capital (R.P) press release Word Document File: '\\swfile\EmailIn\20230726 073910 Attachment July_26_2023_ROCKPORT CAPITAL CORP - Corporate Update - Press Release .docx' ROCKPORT CAPITAL CORP. Corporate Update July 26th, 2023 Rockport, Ontario - Rockport Capital Corp. (the "Company" or "Rockport") (TSXV: R.P). Further to its news releases dated May 26, 2022, and September 9, 2022 and January 11, 2023, regarding a proposed qualifying transaction with GME Metals Limited ("GME") the Company announces that it anticipates executing a definitive agreement in connection with the proposed transaction shortly. The Company is pleased to report that GME has advised the Company it has completed the following funding On December 5, 2022, GME closed a private placement of 1,730,000 units ("Units") at a price of $0.50 per Unit for gross proceeds of $865,000 (CDN) (the "Private Placement"). Each Unit is comprised of one common share ("Common Share") and one Common Share purchase warrant ("Warrant"), with each Warrant entitling the holder thereof to acquire one Common Share of the Corporation at a price of $0.65 per Common Share, on the date that is 24 months from the date of closing of the Private Placement, subject to acceleration in certain circumstances described in the Subscription Agreements. GME's wholly owned subsidiary, GME Metals Africa Pty Limited ("GME Africa") has converted $1,154,000 (CDN) of outstanding indebtedness (the "Debt Conversion"), into 2,308,000 common shares of GME Africa at a conversion price of $0.50 per common share. The funds were provided to GME Africa pursuant to the terms of a Loan Agreement dated November 20, 2020. As a result of raising the funds under the Private Placement and converting existing debt under the Debt Conversion, GME Africa has secured a new senior secured loan facility for up to $2,000,000 (AUD) pursuant to the terms and conditions of a Facility Agreement dated November 18,2022. The loan matures on March 31, 2024 and has an annual interest rate of 9%. The Company has had ongoing meetings with GME since its last update, and we are pleased to advise the shareholders that GME is updating its financial statements in South Africa and Australia in preparation for the engagement of the Canadian auditors. GME is also reporting to the Company that it is working on additional funding to expand the drill program on the Arran Project in South Africa. GME is also completing a new 43-101 compliant report and project title opinion. Once the Company has obtained all the required information and subject to its due diligence, the Company plans to finalize the definitive agreement from the Qualifying Transaction. All securities issued under the Private Placement will ultimately be exchanged for resulting issuer shares on a one for one basis pursuant to completion of the proposed qualifying transaction. In connection with the issue and sale of the common shares under the Private Placement, GME may pay finders fees or commissions to eligible finders of up to 9% payable in cash, securities or a combination thereof. Further details about the transaction, including financial information and the status GME's NI 43-101 Report, will be provided in a subsequent news release. The Company would also like advise the shareholders that it will be holding its Annual General and Special Meeting of Shareholders on Monday August 30, 2023 at 10:00 am (Eastern time) at its head office located at 59 Burtch's Lane, Rockport, Ontario, K0E 1V0. For further information please contact: Rockport Capital Corp. "Harry Barr," Chairman, CEO, Director and Corporate Secretary PH: 604-685-1870 Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and shareholder approval, if required. The Proposed Transaction cannot close until all required shareholder approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange. The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Cautionary Note Regarding Forward Looking Information This news release contains statements about the Company's expectations regarding any proposed future Qualifying Transaction of the Company which are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law. NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. PDF Document File: Attachment July_26_2023_ROCKPORT CAPITAL CORP - Corporate Update - Press Release .pdf ROCKPORT CAPITAL CORP. Corporate Update July 26th, 2023 Rockport, Ontario Rockport Capital Corp. (the "Company" or "Rockport") (TSXV: R.P). Further to its news releases dated May 26, 2022, and September 9, 2022 and January 11, 2023, regarding a proposed qualifying transaction with GME Metals Limited ("GME") the Company announces that it anticipates executing a definitive agreement in connection with the proposed transaction shortly. The Company is pleased to report that GME has advised the Company it has completed the following funding 1. On December 5, 2022, GME closed a private placement of 1,730,000 units ("Units") at a price of $0.50 per Unit for gross proceeds of $865,000 (CDN) (the "Private Placement"). Each Unit is comprised of one common share ("Common Share") and one Common Share purchase warrant ("Warrant"), with each Warrant entitling the holder thereof to acquire one Common Share of the Corporation at a price of $0.65 per Common Share, on the date that is 24 months from the date of closing of the Private Placement, subject to acceleration in certain circumstances described in the Subscription Agreements. 2. GME's wholly owned subsidiary, GME Metals Africa Pty Limited ("GME Africa") has converted $1,154,000 (CDN) of outstanding indebtedness (the "Debt Conversion"), into 2,308,000 common shares of GME Africa at a conversion price of $0.50 per common share. The funds were provided to GME Africa pursuant to the terms of a Loan Agreement dated November 20, 2020. 3. As a result of raising the funds under the Private Placement and converting existing debt under the Debt Conversion, GME Africa has secured a new senior secured loan facility for up to $2,000,000 (AUD) pursuant to the terms and conditions of a Facility Agreement dated November 18,2022. The loan matures on March 31, 2024 and has an annual interest rate of 9%. 4. The Company has had ongoing meetings with GME since its last update, and we are pleased to advise the shareholders that GME is updating its financial statements in South Africa and Australia in preparation for the engagement of the Canadian auditors. GME is also reporting to the Company that it is working on additional funding to expand the drill program on the Arran Project in South Africa. GME is also completing a new 43-101 compliant report and project title opinion. Once the Company has obtained all the required information and subject to its due diligence, the Company plans to finalize the definitive agreement from the Qualifying Transaction. All securities issued under the Private Placement will ultimately be exchanged for resulting issuer shares on a one for one basis pursuant to completion of the proposed qualifying transaction. In connection with the issue and sale of the common shares under the Private Placement, GME may pay finders fees or commissions to eligible finders of up to 9% payable in cash, securities or a combination thereof. Further details about the transaction, including financial information and the status GME's NI 43-101 Report, will be provided in a subsequent news release. The Company would also like advise the shareholders that it will be holding its Annual General and Special Meeting of Shareholders on Monday August 30, 2023 at 10:00 am (Eastern time) at its head office located at 59 Burtch's Lane, Rockport, Ontario, K0E 1V0. For further information please contact: Rockport Capital Corp. "Harry Barr," Chairman, CEO, Director and Corporate Secretary PH: 604-685-1870 Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and shareholder approval, if required. The Proposed Transaction cannot close until all required shareholder approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with th e policies of the Exchange. The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Cautionary Note Regarding Forward Looking Information This news release contains statements about the Company's expectations regarding any proposed future Qualifying Transaction of the Company which are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward- looking statements include general business, economic, competitive, political and social uncertainties; and the delay or fail ure to receive board, shareholder or regulatory approvals. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law. NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.