New Age Metals Enters Into Definitive Option And Joint Venture Agreement With Rockport Capital Corp. On The Genesis NI-CU-PGE Project, Alaska
(TheNewswire)
September 2, 2026 – Vancouver, British Columbia – TheNewswire – New Age Metals Inc. (“NAM” or the “Company”) (TSXV: NAM; OTCQB: NMTLF; FSE: P7J) is pleased to announce that, further to its news release dated May 6, 2026, it has entered into a definitive property option and joint venture agreement dated September 1, 2026 (the “DefinitiveAgreement”) with Rockport Capital Corp. (“Rockport”) (TSXV: R.P), a capital pool company, pursuant to which Rockport has been granted the right to earn an initial 50% interest, and up to an aggregate 70% interest, in the Company’s 100%-owned Genesis Ni-Cu-PGE property located in south central Alaska, USA (the “Property”). The transaction is intended to constitute Rockport’s qualifying transaction (the “QualifyingTransaction”) under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV”).
The Proposed Transaction is a “Non-Arm’s Length Qualifying Transaction” within the meaning of TSXV policies. Accordingly, the Proposed Transaction will be subject to Rockport approval of a majority of the votes cast by disinterested shareholders of RP. The interested directors and officers of the Company will abstain from voting on board matters relating to the Proposed Transaction, as applicable.
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 (“MI 61-101”) as certain directors and officers, of the Company are also directors, officers, or shareholders of Rockport. The Company has determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements under applicable securities laws as neither the fair market value of the Property interest being optioned, nor the consideration payable, exceeds 25% of the Company’s market capitalization.
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Transaction Highlights
Rockportmayearnaninitial50%interestintheGenesisProjectbypayingNAM$25,000incash,issuing1,000,000 common shares of Rockport to NAM, and funding not less than $250,000 of exploration expenditures on the Property within 12 months of closing.
Rockport may thereafter elect to form a joint venture and earn an additional 20% interest (70% aggregate) by paying NAM a further $10,000, issuing a further 250,000 Rockport shares, and funding a further $750,000 of exploration expenditures within 36 months; absent such election, the parties will form a 50/50 jointventure, with the same cash, share and expenditure obligations applying.
NAM will remain operator of the Project throughout, including at the joint venture stage, receiving an operator servicefeeof4%ofexplorationexpendituresuntilcompletionoftheinitialearn-inand8%ofdirectprogramcosts at the joint venture stage, reflecting NAM’s established technical team and operating infrastructure in Alaska.
NAM retains a significant continuing interest in the Project (not less than 30%, or 50% under the default joint venture), with its exploration of the Project funded by Rockport through the earn-in expenditures.
The 2026 field program is expected to commence on or about August 5, 2026, operated by NAM; expenditures incurred by NAM under the program will be reimbursed by Rockport following closing and credited toward Rockport’s initial earn-in expenditure commitment.
The Property remains subject to an existing 3% net smelter return royalty in favour of Anglo Alaska Gold Corp., which royalty encumbers the Property as a whole and is unaffected by the Qualifying Transaction.
About the Genesis Project
The Genesis project is a road-accessible Ni-Cu-PGE property located in the northeastern Chugach Mountains of south central Alaska, approximately 75 road miles north of the port city of Valdez and within approximately 3 km of the all-season paved Richardson Highway and a high-capacity electric power line. The Property consists of 64 contiguous 160-acre State of Alaska mining claims totalling 10,240 acres (approximately 4,144 hectares). A technical report prepared in accordance with National Instrument 43-101 in respect of the Property will be filed under Rockport’s profile on SEDAR+ in connection with the Qualifying Transaction.
Conditions to Completion
Completion of the Qualifying Transaction is subject to a number of conditions, including receipt of TSXV acceptance, approval of the Qualifying Transaction by a majority of the minority shareholders of Rockport, completion of Rockport’s concurrent financing for gross proceeds of not less than $750,000 (and up to $2,000,000), completion and filing of the final technical report, and the other conditions described in the Definitive Agreement. The Qualifying Transaction is a Non-Arm’s Length Qualifying Transaction under TSXV policies, as certain directors and officers of Rockport, including Harry G. Barr, are also directors, officers or securityholders of NAM. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
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, an Antimony-Gold Division.
Thisnewsreleasecontainsforward-lookingstatementsand forward-lookinginformation (collectively,“forward-lookingstatements”) withinthemeaningof applicable securities laws, including statements regarding the completion and timing of the Qualifying Transaction, the concurrent financing, the 2026field program, reimbursement and crediting ofexpenditures, future exploration and the prospectsofthe Property. Forward-looking statementsare based onassumptions management believes to be reasonable but are subject to known and unknown risks and uncertainties, including therisk that the conditions tothe Qualifying Transaction are not satisfied, that TSXV acceptance or shareholder approval is not obtained, that the concurrent financing isnot completed,and the risks inherent in mineral exploration. Actual results may differ materially. The Company undertakes no obligation to update forward-lookingstatements except as required by law.
Completionofthe Qualifying Transactionis subjecttoa numberofconditions, including but not limited to, TSXV acceptance and majority ofthe minorityshareholder approval of Rockport. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that thetransaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be preparedin connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not berelied upon. Trading in the securities of a capital pool company should be considered highly speculative.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THEPOLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THISRELEASE.
Copyright (c) 2026 TheNewswire - All rights reserved.
New Age Metals firms up option and JV with Rockport on Genesis | Strikepoint News
