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Auston Capital Corp
Symbol ASTN
Shares Issued 6,200,000
Close 2022-08-17 C$ 0.04
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Auston to enter Eastport business combination as QT

2022-09-01 16:39 ET - News Release

Hartman Subject: Auston Capital Corp. (ASTN.P) Word Document File: '\\office\emailin\20220901 131407 Attachment Auston - Eastport - News Release - Letter of Intent - 01-09-22.docx' - 7 - LEGAL_22383372.1 AC/8896060.2 AC/8896060.2 AUSTON CAPITAL CORP. 608-409 Granville Street Vancouver, British Columbia, V6C 1T2 September 1, 2022 TSX-V: ASTN.P AUSTON CAPITAL CORP. ANNOUNCES NON-BINDING LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH EASTPORT VENTURES INC. Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States. VANCOUVER, B.C. - AUSTON CAPITAL CORP. (TSX-V: ASTN.P) ("Auston"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") dated September 1, 2022 with Eastport Ventures Inc. ("Eastport") in respect of a proposed business combination (the "Proposed Transaction"). It is anticipated that the Proposed Transaction will constitute the "Qualifying Transaction" of Auston in accordance with Policy 2.4 - Capital Pool Companies of the Exchange. About Eastport Eastport is a mining house predicated on building and maximizing value from its asset base of investments and projects. Since inception in 2017, the Company has methodically assembled a diverse portfolio of projects in Botswana (Copper, Nickel, Uranium & Diamonds) with the intention and belief of making multiple discoveries. In addition to its exploration assets, Eastport has developed an internal investment division with a portfolio worth several million dollars. Having such balance sheet strength gives Eastport the optionality of self-funding its exploration programmes, without the requirement of issuing further equity and prematurely diluting the intrinsic value of its project portfolio. Such strategic flexibility ensures that Eastport can navigate market turbulence in order to maximize the returns generated for its shareholders. Eastport is intent on building-out its investment division through taking positions in new investee companies and projects, and will consider the full spectrum of financing options, from equity, to debt, to royalty acquisitions. Maximizing value is at the heart of Eastport's business model, and Eastport is committed to crystalizing the maximum return for shareholders, whether that be through the discovery and subsequent production stages for its projects, or the growth of its investment division. Eastport is intent on developing a sustainable model to advance and finance resource projects at all stages of the mining cycle. Summary of the Proposed Transaction Subject to completion of satisfactory due diligence, the LOI contemplates that Auston and Eastport will negotiate the principal terms of the Proposed Transaction under which all of the issued and outstanding securities of Eastport will be exchanged for securities of Auston on a to be determined basis. The terms and conditions outlined in the LOI are non-binding on the parties. The Proposed Transaction would be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisors and taking into account various securities, tax, operating and other considerations. The Board of Auston cannot confirm the exact number of consideration shares that would be issued to the shareholders of Eastport until such time as Auston and Eastport have negotiated and settled the principal terms of the Proposed Transaction, at which time the parties will enter into a definitive agreement in respect of the Proposed Transaction (a "Definitive Agreement"). There can be no assurance that a Definitive Agreement will be successfully negotiated or entered into. If the Proposed Transaction completes, the resulting issuer will change its name to a name determined by Eastport and will continue the business of Eastport. There can be no assurance that the parties will reach agreement on the principal terms of the Proposed Transaction or execute a Definitive Agreement or that the Proposed Transaction will complete as proposed or at all. The LOI may be terminated by a party if, among other things, due diligence is not completed to the satisfaction of that party or the parties do not settle the principal terms of the Proposed Transaction by November 30, 2022. Until the LOI is terminated or the parties have entered into a Definitive Agreement, the parties have agreed not to solicit, negotiate or entertain any proposal or offer in competition with the Proposed Transaction. If the parties execute a Definitive Agreement, completion of the Proposed Transaction would be subject to a number of conditions, including, among other things, receipt of the conditional approval of the Exchange and if required, shareholder approval; completion of a consolidation on terms to be determined; completion of a concurrent financing , which would close concurrently with completion of the Proposed Transaction; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction. Eastport Financing and Concurrent Financing Eastport is presently engaging parties to conduct an equity financing, raising capital to support its costs associated with seeking a go public transaction, development of its internal exploration assets and for general working capital purpose. Eastport's financing will complete regardless of whether the parties enter into a Definitive Agreement in respect of the Proposed Transaction or whether the Proposed Transaction completes. Should the parties elect to enter into a Definitive Agreement, the Proposed Transaction will be subject to Auston or Eastport raising additional financing sufficient to meet the Exchange's initial listing requirements, which would close concurrently with the Proposed Transaction (a "Concurrent Financing"). The Concurrent Financing will be in addition to Eastport's pending financing. There can be no assurance that such additional funding will be available or that any Concurrent Financing will complete. Other Information relating to the Proposed Transaction The Proposed Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" (as such term is defined in the policies of the Exchange) for Auston. Accordingly, the Proposed Transaction is not anticipated to require the approval of the shareholders of Auston. In accordance with the policies of the Exchange, the Auston Shares are currently halted from trading and will remain so until such time as the Exchange determines, which may not occur until completion of the Proposed Transaction or other Qualifying Transaction. Additional information concerning the Proposed Transaction, Auston, Eastport and the Resulting Issuer will be provided once determined in one or more subsequent news releases should a Definitive Agreement be successfully negotiated. About AUSTON CAPITAL CORP. Auston is designated as a Capital Pool Company under Exchange Policy 2.4. Auston has not commenced commercial operations and has no assets other than cash. Auston's objective is to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be approved by the Exchange and, in the case of a Non-Arm's Length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, Auston will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction. For further information regarding Auston and the Proposed Transaction, please contact Mark Fekete, Chief Executive Officer, at (819) 354-5244. Neither 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. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Auston and Eastport entering into a Definitive Agreement, Exchange acceptance, and if applicable pursuant to Exchange policies, shareholder approval. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that 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 capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. All information contained in this news release with respect to Auston and Eastport was supplied by the parties, respectively, for inclusion herein, and Auston and its respective directors and officers have relied on Eastport for any information concerning such party. This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the completion of the Proposed Transaction, the proposed business of the Resulting Issuer, the completion of the Concurrent Financing, shareholder, director and regulatory approvals, and future press releases and disclosure. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of Auston may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although Auston believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Auston disclaims any intention and assume no obligation to update or revise any forward- looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

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