Rockport Capital Announces Termination of GME Metals LOI, Enters LOI with New Age Metals

Rockport, Ontario — May 6, 2026 — Leads & Copy — Rockport Capital Corp. (TSXV: R.P) has announced the termination of its previously announced Letter of Intent with GME Metals Limited regarding the company's initial proposed qualifying transaction.

Rockport has entered into a non-binding letter of intent dated May 4, 2026, with New Age Metals Inc. (NAM), a mineral exploration company, which sets out the principal terms and conditions of a proposed transaction intended to constitute the company’s “Qualifying Transaction” pursuant to TSXV Policy 2.4 – Capital Pool Companies.

Trading in Rockport’s common shares remains halted and is expected to remain halted pending satisfaction of TSXV requirements in connection with the Proposed Transaction.

Per the LOI, Rockport and NAM have agreed to negotiate and enter into a definitive option agreement, pursuant to which Rockport will be granted the right to earn an initial 50% interest in the Genesis project from NAM. The Proposed Transaction will result in the Resulting Issuer earning a direct interest in the Property.

The Genesis project is an exploration-stage mineral property and has not generated revenues from commercial operations. Rockport is continuing to review the financial disclosure required in connection with the Proposed Transaction and will include all financial information required by the TSXV.

Upon completion of the Proposed Transaction, Rockport will continue as a Tier 2 mining issuer focused on the exploration and development of the Property.

The Proposed Transaction is a “Non-Arm’s Length Qualifying Transaction” within the meaning of TSXV policies and will be subject to the approval of a majority of the votes cast by disinterested shareholders of Rockport. The interested directors and officers of the company will abstain from voting on board matters relating to the Proposed Transaction.

Rockport intends to seek shareholder approval by way of an information circular to be prepared and mailed to shareholders in accordance with applicable corporate and securities laws and the policies of the TSXV. The Information Circular will contain prospectus-level disclosure regarding Rockport, NAM, the Property, and the Resulting Issuer. Further details regarding the timing of the shareholder meeting will be disclosed in a future news release.

The Genesis project is a Ni-Cu-PGE property located in the northeastern Chugach Mountains, 75 road miles north of the city of Valdez, Alaska. The Property is located within 3 km of the all-season paved Richardson Highway and a high-capacity electric power line. The Property consists of 64 contiguous 160-acre claims totalling 10,240 acres and approximately 4,144 hectares.

Rockport will have the right to earn an initial 50% interest in the Property directly by:

• Making cash payment of $25,000 within 10 days of the closing.
• Issuing 1,000,000 common shares of the Company to NAM within 10 days of the closing.
• Incurring aggregate exploration expenditures on the Property of not less than $250,000 within 12 months of the closing date of the Proposed Transaction as recommended by the National Instrument 43-101 compliant technical report.

The Property is subject to an existing 3% net smelter return royalty in favour of the original property vendor.

The required exploration expenditures are anticipated to be incurred in accordance with the recommendations set forth in a technical report prepared in compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

A NI 43-101 compliant technical report in respect of the Property will be filed under the Company’s profile on SEDAR+ and will be summarized in the Information Circular.

Rockport shall also have the right to enter into an unincorporated joint venture arrangement with NAM to earn up to an additional 20% participating interest, for an aggregate total 70% interest in the Property. Such right shall be exercised by providing written notice to NAM. Following receipt of such notice, the Parties will work diligently and in good faith to negotiate the terms of a joint venture to advance exploration and development of the Property.

The Property was acquired by NAM through Option Agreement dated April 17, 2018. Further details regarding the history of the Property, including historical exploration and ownership, will be included in the technical report and the information circular to be prepared in connection with the Proposed Transaction.

In connection with the Proposed Transaction, Rockport intends to complete a concurrent financing for gross proceeds of not less than $750,000 (minimum amount) and up to $2,000,000 by way of a non-brokered private placement of common shares at a price per security to be determined in accordance with the TSXV pricing policies but with an indicative price of between $0.10 and $0.15 per common share. At least 20% of the proceeds from the Concurrent Financing will be allocated to and reserved for purchase by current shareholders.

Completion of the Proposed Transaction shall be conditional upon Rockport raising at least the minimum amount under the Concurrent Financing, unless waived by NAM.

Net proceeds of the Concurrent Financing will be used to fund the exploration expenditures required to exercise the Option, including the recommended work program to be completed within 12 months, as well as for transaction expenses and general working capital.

Insiders of Rockport and NAM may participate in the Concurrent Financing. The Parties acknowledge that the Proposed Transaction constitutes a related party transaction under TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, as certain directors, officers, or significant shareholders of Rockport are also directors, officers, or shareholders of NAM. The board of directors of Rockport have determined that the Proposed Transaction is fair and reasonable to the Company and its shareholders.

No finder’s fees or commissions are payable by Rockport in connection with the Proposed Transaction. The Company may pay finder’s fees or commissions in connection with the Concurrent Financing in accordance with the policies of the TSXV.

Rockport will prepare and file the Information Circular containing prospectus-level disclosure regarding the Proposed Transaction, including audited financial statements, pro forma financial information, detailed disclosure regarding the Property, and technical disclosure in compliance with NI 43-101.

The Company expects that trading in the Rockport Shares will remain halted pending closing of the Proposed Transaction, subject to the earlier re-commencement of trading only upon TSXV approval and the filing of required materials with the TSXV as contemplated by TSXV policies.

Upon completion of the Proposed Transaction, the Resulting Issuer is expected to be classified as a Tier 2 mining issuer on the TSXV.

Securities of principals of the Resulting Issuer will remain subject to escrow, seed share resale restrictions. The Company expects that the board of directors and management of the Resulting Issuer will include Gordon Chunnett (President and director), Harry G. Barr (Chief Executive Officer and director), Curtis Freeman (Director), and Robert Guanzon (Chief Financial Officer) .

Completion of the Proposed Transaction is subject to a number of conditions, including successful completion of TSXV pre-filing conference, completion of satisfactory due diligence, execution of mutually satisfactory Definitive Agreement, receipt of all required approvals, satisfaction of TSXV listing, escrow and sponsorship requirements where applicable, completion of the Concurrent Financing for minimum proceeds of $750,000, completion of a National Instrument 43-101 compliant Technical Report on the Property, no material adverse change in business or affairs of either the Company or NAM, the Parties having used their good faith efforts to prepare all necessary disclosure and filing documentation in respect of the Proposed Transaction and receipt of all regulatory approvals.

Rockport is a Capital Pool Company and intends the Proposed Transaction to constitute its 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.

New Age Metals Inc. is a Tier 1 TSXV junior mineral exploration and development listed issuer 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, an Antimony-Gold Division.

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+.

Completion of the Proposed Transaction is subject to a number of conditions, including TSXV acceptance and, if applicable pursuant to TSXV requirements, disinterested shareholder approval.

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. 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.

Source: New Age Metals Inc.