Copy
Rockport Capital Corp. Amends Qualifying Transaction Agreement With New Age Metals Inc.
Rockport, Ontario — September 30, 2026 — Leads & Copy — Rockport Capital Corp. announced an amendment to its property option and joint venture agreement concerning its proposed qualifying transaction. The amending agreement, effective September 29, 2026, revises terms related to the company's potential additional earn-in on the Genesis project with New Age Metals Inc. (NAM).
Rockport and NAM entered into the amending agreement further to a previous news release dated September 2, 2026. The Definitive Agreement, originally dated September 1, 2026, outlines the terms for Rockport's qualifying transaction under TSX Venture Exchange (TSXV) Policy 2.4.
The amendment specifically addresses the consequences if Rockport decides not to proceed with the additional earn-in, which was detailed in the September 2, 2026, announcement. All other provisions of the Definitive Agreement, including the initial earn-in conditions, remain unchanged.
Under the original terms, following completion of the initial earn-in, Rockport had a 120-day window to notify NAM of its intention to enter a joint venture for an additional 20% interest in the Genesis project, bringing its total interest to 70%. This would have involved a $10,000 cash payment, the issuance of 250,000 company shares to NAM, and incurring at least $750,000 in exploration expenditures within 36 months. This election right remains intact.
However, the Amending Agreement alters the obligation concerning this additional earn-in. Previously, Rockport was obligated to make the cash payment, share issuance, and expenditures regardless of whether it formally elected to proceed with the additional earn-in. Under the revised terms, if Rockport does not deliver the election notice within the 120-day period, the parties will proceed with an unincorporated 50/50 joint venture for the property. In this scenario, Rockport will not be required to make any further cash payment, issue additional shares, or commit to further exploration expenditures. The $10,000 payment, 250,000 share issuance, and $750,000 expenditure commitment are now contingent solely upon Rockport electing to proceed with the additional earn-in.
Key terms of the Proposed Transaction that remain unchanged include:
- The initial earn-in, where Rockport can acquire a 50% interest in the Genesis project by paying NAM $25,000, issuing 1,000,000 company shares, and incurring exploration expenditures of at least $250,000 within 12 months of closing.
- An existing 3% net smelter return royalty on the property in favour of the original vendor.
- NAM's role as operator, along with applicable operator service fees.
- A concurrent financing intended to raise gross proceeds of not less than $750,000 and up to $2,000,000.
- The requirement for approval of the Proposed Transaction by a majority of Rockport's minority shareholders.
The Proposed Transaction is classified as a “Non-Arm’s Length Qualifying Transaction” under TSXV policies and is subject to TSXV acceptance and other conditions previously disclosed on September 2, 2026. Trading in Rockport's common shares is currently halted and is expected to remain so until the completion of the Proposed Transaction. Additional details will be provided in an information circular to be distributed to shareholders.
Rockport Capital Corp. is a Capital Pool Company (CPC) that intends for the Proposed Transaction to be its Qualifying Transaction. As a CPC, Rockport has not commenced commercial operations and holds only cash assets. Until its Qualifying Transaction is finalized, the company's activities are limited to identifying and evaluating businesses or assets for a potential Qualifying Transaction, as per CPC policies.
New Age Metals Inc. is a Tier 1 TSXV junior mineral exploration and development company based in British Columbia. NAM holds a 100% interest in the Genesis project through its subsidiary, Pacific North West Capital Corp. USA, subject to a 3% NSR. NAM focuses on green metal projects in North America, with divisions dedicated to Platinum Group Elements, Lithium/Rare Metals, and Antimony-Gold.
Further information regarding the Proposed Transaction will be available in the Information Circular, which will be mailed to shareholders and filed on SEDAR+.
Source: New Age Metals Inc.