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New Age Metals Amends Genesis Property Option Deal with Rockport Capital
September 30, 2026, Vancouver, British Columbia — Leads & Copy — New Age Metals Inc. (“NAM” or the “Company”) has entered into an amending agreement that revises the terms of its property option and joint venture agreement with Rockport Capital Corp. (“Rockport”) concerning NAM’s 100%-owned Genesis Ni-Cu-PGE property in south central Alaska. The transaction is intended to constitute Rockport’s qualifying transaction under the rules of the TSX Venture Exchange (the “TSXV”).
The Amending Agreement specifically revises the terms that apply if Rockport decides not to proceed with an additional earn-in option previously outlined. All other conditions of the original Definitive Agreement, including the initial earn-in terms, remain unchanged.
Previously, following the completion of an initial earn-in, Rockport had the right to earn an additional 20% interest in the Genesis project, bringing its total interest to 70%. This would have been achieved by paying NAM $10,000, issuing 250,000 Rockport shares, and funding $750,000 in exploration expenditures within 36 months. This election right and the associated obligations were initially set to apply regardless of whether Rockport formally delivered the election notice.
Under the terms of the Amending Agreement, if Rockport does not deliver the election notice within the specified 120-day period, the parties will form an unincorporated 50/50 joint venture for the Property. In this scenario, Rockport will not be required to make the additional cash payment, issue the additional shares, or fund the further exploration expenditures. The $10,000 payment, 250,000 share issuance, and $750,000 expenditure commitment are now contingent solely on Rockport electing to proceed with the additional earn-in.
Consequently, should Rockport opt not to proceed with the additional earn-in, NAM will retain a 50% interest in the Genesis project, instead of the 30% interest it would have held if the additional earn-in had been completed. In this situation, NAM will not receive the additional $10,000 cash payment or the additional 250,000 Rockport shares, and Rockport will be relieved of the obligation to fund the further $750,000 in exploration expenditures.
All other aspects of the Qualifying Transaction remain as previously disclosed. Rockport can earn an initial 50% interest in the Genesis project by paying NAM $25,000 in cash, issuing 1,000,000 Rockport common shares to NAM, and funding at least $250,000 in exploration expenditures on the Property within 12 months of closing. NAM will continue to act as the operator of the Project throughout, including at the joint venture stage, and will receive an operator service fee of 4% of exploration expenditures until the initial earn-in is complete, and 8% of direct program costs at the joint venture stage. Exploration expenditures incurred by NAM during the 2026 field program will be reimbursed by Rockport post-closing and credited towards Rockport’s initial earn-in expenditure commitment. The Property is also subject to an existing 3% net smelter return royalty in favour of Anglo Alaska Gold Corp., which is unaffected by the Qualifying Transaction.
The Qualifying Transaction is classified as a “Non-Arm’s Length Qualifying Transaction” and a related party transaction under TSXV policies and MI 61-101. This is due to certain directors and officers of NAM also holding positions with Rockport. The Company has determined that the amended transaction is exempt from formal valuation and minority shareholder approval requirements under MI 61-101, as the fair market value of the property interest and the consideration do not exceed 25% of NAM's market capitalization.
Completion of the Qualifying Transaction is contingent on several conditions, including TSXV acceptance, approval by a majority of Rockport’s minority shareholders, the completion of Rockport’s concurrent financing for at least $750,000 (and up to $2,000,000), and the final technical report. There can be no assurance that the Qualifying Transaction will be completed as planned or at all.
New Age Metals Inc. is a junior mineral exploration and development company focused on critical green metal projects in North America. The company holds a 100% interest in the Genesis project in Alaska. Its operations are divided into three divisions: Platinum Group Element, Lithium/Rare Metals, and Antimony-Gold.
Source: New Age Metals Inc.