Mr. Gordon Chunnett reports

ROCKPORT CAPITAL CORP. ANNOUNCES LETTER OF INTENT FOR PROPOSED QUALIFYING TRANSACTION WITH NEW AGE METALS INC., A MINERAL EXPLORATION COMPANY, AND CONCURRENT FINANCING

Rockport Capital Corp's previously announced letter of intent with GME Metals Ltd. regarding the company's initial proposed qualifying transaction has been terminated. Rockport further announces that it has entered into a non-binding letter of intent dated May 4, 2026 with New Age Metals Inc., a mineral exploration company, which sets out the principal terms and conditions of a proposed transaction intended to constitute the company's qualifying transaction pursuant to TSX Venture Exchange Policy 2.4, Capital Pool Companies. Trading in Rockport's common shares remains halted and is expected to remain halted pending satisfaction of TSX-V requirements in connection with the proposed transaction.

Summary of the proposed transaction

Pursuant to the LOI, the company and New Age Metals have agreed to negotiate and enter into a definitive option agreement, pursuant to which the company will be granted the right to earn an initial 50-per-cent interest in the Genesis project from New Age Metals. The proposed transaction will result in the resulting issuer (as defined below) earning a direct interest in the property.

The property is an exploration-stage mineral property and has not generated revenues from commercial operations. The company is continuing to review the financial disclosure required in connection with the proposed transaction and will include all financial information required by the TSX-V.

Upon completion of the proposed transaction, the company (the resulting issuer) will continue as a Tier 2 mining issuer focused on the exploration and development of the property.

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

As the proposed transaction is a non-arm's-length qualifying transaction, the company intends to seek shareholder approval by way of an information circular to be prepared and mailed to shareholders in accordance with applicable corporate and securities laws and the policies of the TSX-V. The information circular will contain prospectus-level disclosure regarding Rockport, New Age Metals, the property and the resulting issuer. Further details regarding the timing of the shareholder meeting will be disclosed in a future news release.

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, the company 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 within 10 days of the closing;
• Issuing one million common shares of the company 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, the company will earn an initial 50-per-cent interest in the property.

The property is subject to an existing 3-per-cent net smelter return (NSR) royalty in favour of the original property vendor.

The required exploration expenditures are anticipated to be incurred in accordance with the recommendations set forth in a technical report prepared in compliance with NI 43-101, Standards of Disclosure for Mineral Projects.

An NI 43-101 compliant technical report in respect of the property will be filed under the company's profile on SEDAR+ and will be summarized in the information circular.

The company 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.

History of the property

The property was acquired by New Age Metals through an option agreement dated April 17, 2018. Further details regarding the history of the property, including historical exploration and ownership, will be included in the technical report and the information circular to be prepared in connection with the proposed transaction.

Concurrent financing

In connection with the proposed transaction, the company intends to complete a concurrent financing for gross proceeds of not less than $750,000 (minimum amount) and up to $2-million by way of a non-brokered private placement of common shares (or such other securities as may be determined by the company and New Age Metals) at a price per security to be determine in accordance with the TSX-V pricing policies but with an indicative price of between 10 cents and 15 cents per common share. At least 20 per cent of the proceeds from the concurrent financing will be allocated to and reserved for purchase by current shareholders or such higher amount as may be determined by the respective boards of the company and New Age Metals.

Completion of the proposed transaction shall be conditional upon the company raising at least the minimum amount under the concurrent financing, unless waived by New Age Metals, provided that any revised minimum subscription amount satisfies TSX-V policies for the resulting company upon completion of the proposed transaction.

Net proceeds of the concurrent financing will be used to finance the exploration expenditures required to exercise the option, including the recommended work program to be completed within 12 months, as well as for transaction expenses and general working capital.

Insiders of the company and New Age Metals may participate in the concurrent financing. The parties acknowledge that 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, officers, or significant shareholders of the company are also directors, officers or shareholders of New Age Metals. Accordingly, full disclosure of the related party relationships and material terms of the proposed transaction will be provided in the company's information circular or filing statement and related disclosure documents. The proposed transaction will be subject to TSX-V approval and disinterested (minority) shareholder approval of the company and interested directors and officers of the company will abstaining from voting on matters relating to the proposed transaction. The board of directors of the company have determined that the proposed transaction is fair and reasonable to the company and its shareholders.

Finders' fees

No finders' fees or commissions are payable by the company in connection with the proposed transaction. The company may pay finders' fees or commissions in connection with the concurrent financing in accordance with the policies of the TSX-V. Any such fees will be disclosed in the information circular.

Disclosure and information circular

In accordance with TSX-V Policy 2.4, the company will prepare and file the information circular containing prospectus-level disclosure regarding the proposed transaction, including audited financial statements (if required), pro forma financial information, detailed disclosure regarding the property and technical disclosure in compliance with NI 43-101.

The information circular will be mailed to shareholders in connection with a meeting of shareholders to consider and, if deemed appropriate, approve the proposed transaction.

Trading halt and tier classification

The company expects that trading in the Rockport shares will remain halted pending closing of the proposed transaction, subject to the earlier recommencement of trading only upon TSX-V approval and the filing of required materials with the TSX-V as contemplated by TSX-V policies.

Upon completion of the proposed transaction, the resulting issuer is expected to be classified as a Tier 2 mining issuer on the TSX-V. The final tier classification is subject to the review and acceptance of the TSX-V.

Escrow and resale restrictions

In accordance with TSX-V policies, securities of principals of the resulting issuer will remain subject to escrow and seed share resale restrictions. Disclosure regarding escrow securities will be included in the information circular.

Board and management of the resulting issuer

The company expects that the board of directors and management of the resulting issuer will include Gordon Chunnett (president and director), Harry G. Barr (chief executive officer and director), Curtis Freeman (director) and Robert Guanzon (chief financial officer). The final composition of the board and management of the resulting issuer remains subject to completion of due diligence, negotiation of the definitive agreement and TSX-V review. Further particulars, including background information for each proposed director and officer of the resulting issuer, will be provided in the information circular.

Conditions to completion

Completion of the proposed transaction is subject to 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, escrow and sponsorship 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 the company 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.

There can be no assurance that the proposed transaction will be completed as proposed or at all.

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.

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