23:15:31 EDT Wed 30 Sep 2026
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Rockport amends QT with New Age Metals

2026-09-30 19:09 ET - News Release

Mr. Gordon Chunnett reports

ANNOUNCES AMENDMENT TO THE TERMS OF ITS PROPOSED QUALIFYING TRANSACTION WITH NEW AGE METALS INC.

Further to the news release dated Sept. 2, 2026, Rockport Capital Corp. has entered into an amending agreement dated effective Sept. 29, 2026, with New Age Metals Inc., amending the property option and joint venture agreement dated effective Sept. 1, 2026, in respect of the company's proposed qualifying transaction under Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange.

The amending agreement revises the terms that apply if the company elects not to proceed with the additional earn-in described in the company's news release of Sept. 2, 2026. All other terms of the definitive agreement, including the terms of the initial earn-in, remain unchanged.

Amendment to the terms of the proposed transaction

As previously announced, following completion of the initial earn-in, the company has the right, exercisable by written notice to NAM within 120 days, to elect to enter into a joint venture with NAM and earn an additional 20-per-cent interest in the Genesis project (for an aggregate 70-per-cent interest) by making a cash payment of $10,000 to NAM, issuing 250,000 common shares of the company to NAM and incurring additional exploration expenditures on the property of not less than $750,000 within 36 months. That election right is unchanged.

Under the definitive agreement as originally executed, the company remained obligated to make that cash payment, share issuance and expenditures whether or not it delivered the election. Pursuant to the amending agreement, if the company does not deliver the election within the 120-day period, the parties will proceed with an unincorporated 50/50 joint venture in respect of the property, and no further cash payment, share issuance or exploration expenditure commitment will be required of the company. The $10,000 payment, the issuance of 250,000 common shares and the $750,000 expenditure commitment are now payable and required only if the company delivers the election and proceeds with the additional earn-in.

Terms remaining unchanged

All other terms of the proposed transaction previously disclosed remain unchanged, including:

  • The initial earn-in, under which the company may earn an initial 50-per-cent interest in the Genesis project by paying NAM $25,000 in cash, issuing one million common shares of the company to NAM and incurring exploration expenditures of not less than $250,000 within 12 months of closing;
  • The existing 3-per-cent net smelter return royalty on the property in favour of the original property vendor;
  • NAM's role as operator and the applicable operator service fees;
  • The concurrent financing for gross proceeds of not less than $750,000 and up to $2-million; and
  • The requirement for approval of the proposed transaction by a majority of the minority shareholders of the company.

The proposed transaction remains a non-arm's-length qualifying transaction within the meaning of TSX-V policies and remains subject to the acceptance of the TSX-V and to the other conditions described in the company's news release of Sept. 2, 2026. Trading in the company's common shares remains halted and is expected to remain halted pending completion of the proposed transaction. Further details will be provided in the information circular to be prepared and mailed to shareholders in connection with the proposed transaction.

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 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 TSX-V, 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 which 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 net smelter royalty in favour of the original vendor.

NAM 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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