September 30, 2026 - Rockport, Ontario – Rockport Capital Corp. (the “Company” or “Rockport”) (TSXV: R.P) announces that, further to its news release dated September 2, 2026, it has entered into an amending agreement dated effective September 29, 2026 (the “Amending Agreement”) with New Age Metals Inc. (“NAM”) amending the property option and joint venture agreement dated effective September 1, 2026 (as amended, the “Definitive Agreement”) in respect of the Company’s proposed qualifying transaction (the “Proposed Transaction”) under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV”).

 

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 September 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% interest in the Genesis project (for an aggregate 70% 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:

 

1. (a)the initial earn-in, under which the Company may earn an initial 50% interest in the Genesis project by paying NAM $25,000 in cash, issuing 1,000,000 common shares of the Company to NAM and incurring exploration expenditures of not less than $250,000 within 12 months of closing;  

 

1. (b)the existing 3% net smelter return royalty on the property in favour of the original property vendor;  

 

1. (c)NAM’s role as operator and the applicable operator service fees;  

 

1. (d)the concurrent financing for gross proceeds of not less than $750,000 and up to $2,000,000; and  

 

1. (e)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 TSXV policies and remains subject to the acceptance of the TSXV and to the other conditions described in the Company’s news release of September 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 (“CPC”) and intends the Proposed Transaction to constitute its Qualifying Transaction (the “Qualifying Transaction”) under the policies of the TSXV. 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 TSXV, 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 Inc. is a Tier 1 TSXV junior mineral exploration and development listed issuer incorporated under the laws of the Province of British Columbia who holds a 100% interest in the Genesis project through its wholly owned Alaskan subsidiary, Pacific North West Capital Corp. USA, subject to a 3% NSR 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.

 

Further Information

 

Further details regarding the Proposed Transaction will be provided in the Information Circular, which will be mailed to shareholders and filed under the Company’s profile on SEDAR+ (www.sedarplus.ca).

 

Rockport Capital Corp.

For further information, please contact:

Gordon Chunnett,
President and Director
Rockport Capital Corp.
Tel: (604) 685-1870
Email: info@newagemetals.com

 

Cautionary Statement

 

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is 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 information circular or 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 capital pool company should be considered highly speculative.

 

This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding the Proposed Transaction, the Option, the Concurrent Financing, the preparation and filing of the Information Circular, the receipt of shareholder and regulatory approvals, and the completion of the recommended exploration program. Forward-looking statements are based on reasonable assumptions and estimates of management at the time such statements are made and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

 

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.